National Vision Holdings, Inc. 12,000,000 Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • March 19th, 2018 • National Vision Holdings, Inc. • Ophthalmic goods • New York
Each of (i) KKR Vision Aggregator L.P. (the “KKR Selling Stockholder”), (ii) Berkshire Fund VI, Limited Partnership, Berkshire Investors LLC and Berkshire Investors III LLC (collectively, the “Berkshire Selling Stockholders”) and (iii) the other selling stockholders named on Schedule I(B) hereto (collectively, the “Management Selling Stockholders” and together with the KKR Selling Stockholder and the Berkshire Selling Stockholders, the “Selling Stockholders”), as a stockholder of National Vision Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I(A) hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), set forth next to such Selling Stockholder’s name on Schedule I(B) hereto. The aggregate 12,000,000 Shares to be sold by the Selling Stockholders are herein called the
