National Vision Holdings, Inc. [●] Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • October 16th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York
National Vision Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [●] shares of common stock, $0.01 par value (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [●] additional shares of Common Stock to cover overallotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain terms used herein are defined in Section 21 hereof.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 16th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • Delaware
This Indemnification Agreement is dated as of _________, 2017 (this “Agreement”) and is between National Vision Holdings, Inc., a Delaware corporation (the “Company”), and [Name of director] (“Indemnitee”).
ContractManagement & Services Agreement • October 16th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • Delaware
Note: Information has been omitted from this agreement pursuant to a request for confidential treatment, and such information has been separately filed with the Securities and Exchange Commission. The omitted information has been marked with a bracketed asterisk (“[*]”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 16th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”), dated as of the date indicated on Schedule A hereto as the date the award memorialized herein has been granted (the “Date of Grant”), between National Vision Holdings, Inc., a corporation existing under the laws of Delaware (hereinafter referred to as the “Company”) and the participant identified as the signatory on the omnibus signature page attached hereto (the “Participant”).
NATIONAL VISION, INC. Lawrenceville, GA 30046Monitoring Agreement • October 16th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York
This letter serves to confirm that National Vision, Inc., a Georgia corporation (the “Company”), has engaged Kohlberg Kravis Roberts & Co. L.P. (the “KKR Manager”) and Berkshire Partners LLC (the “Berkshire Manager”; and together with the KKR Manager, each, a “Manager” and, collectively, the “Managers”) to provide, and each Manager hereby agrees to provide management, consulting and financial services to the Company and its direct and indirect divisions, subsidiaries, parent entities and controlled affiliates (collectively, the “Company Group”), as follows:
