National Vision Holdings, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification 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”).

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SECOND JOINDER AND RESTATEMENT AGREEMENT
Credit Agreement • June 20th, 2023 • National Vision Holdings, Inc. • Ophthalmic goods • New York

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 13, 2023 (as amended, amended and restated, supplemented or otherwise modified from time to time), among NAUTILUS ACQUISITION HOLDINGS, INC., a Delaware corporation (“Holdings”), National Vision, Inc., a Georgia corporation (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, together with the Swingline Lender, the “Lenders”), BANK OF AMERICA, N.A., as the Swingline Lender, the Administrative Agent and the Collateral Agent (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1) and each Letter of Credit Issuer.

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NATIONAL VISION HOLDINGS, INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee
National Vision Holdings, Inc. • May 12th, 2020 • Ophthalmic goods • New York

INDENTURE, dated as of May 12, 2020, between National Vision Holdings, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).

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National Vision Holdings, Inc. [●] Shares Common Stock ($0.01 par value) Underwriting Agreement
National Vision Holdings, Inc. • October 16th, 2017 • 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.

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National Vision Holdings, Inc. 9,149,908 Shares Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • August 12th, 2019 • National Vision Holdings, Inc. • Ophthalmic goods • New York

KKR Vision Aggregator L.P. (the “Selling Stockholder”), as a stockholder of 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, 9,149,908 shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (“Common Stock”). Certain terms used herein are defined in Section 24 hereof. To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriter, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.

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FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT among NAUTILUS ACQUISITION HOLDINGS, INC., NAUTILUS MERGER SUB, LLC, and the other Grantors party hereto, GOLDMAN SACHS BANK USA, as Senior Representative for the Credit Agreement Secured Parties, MORGAN...
Intercreditor Agreement • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of February 6, 2014 (the “Acquisition Agreement”), by and among Holdings, Initial Borrower, the Company and BSR LLC, Holdings will acquire the Company through an acquisition transaction pursuant to the Acquisition Agreement whereby Initial Borrower will merge (the “Merger”) with and into the Company, with the Company surviving the Merger;

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • Delaware

This INDEMNIFICATION AGREEMENT, dated as of March 13, 2014 (the “Agreement”), is among Nautilus Parent, Inc., a Delaware corporation (“Parent”), Nautilus Acquisition Holdings, Inc., a Delaware Corporation and wholly owned subsidiary of Parent (“Buyer”), Vision Holding Corp., a Delaware corporation and wholly owned subsidiary of Buyer (“Holdings”), National Vision, Inc., a Georgia Corporation and wholly owned subsidiary of Holdings (the “Company” and, together with Parent, Buyer and Holdings, the “Company Entities”), Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and Berkshire Partners LLC (“Berkshire” and, together with KKR, the “Managers” and each, a “Manager”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.

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National Vision Holdings, Inc. 12,500,000 Shares Common Stock ($0.01 par value) Underwriting Agreement
National Vision Holdings, Inc. • November 19th, 2018 • 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 stockholder named on Schedule I(B) hereto (the “Management Selling Stockholder” 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 12,500,000 Shares to be sold by the Selling Stockholders are herein called the “Securities”).

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FIRST LIEN PLEDGE AGREEMENT
First Lien Pledge Agreement • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York

FIRST LIEN PLEDGE AGREEMENT, dated as of March 13, 2014 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”), among Nautilus Acquisition Holdings, Inc., a Delaware corporation (“Holdings”), Nautilus Merger Sub, LLC, a Delaware limited liability company (“MergerSub”), Vision Holding Corp., a Delaware corporation (the “Company”), National Vision, Inc., a Georgia corporation (“NVI”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 29 hereof (each such Subsidiary being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors, Holdings, MergerSub and the Company are referred to collectively as the “Pledgors”), and Goldman Sachs Bank USA, as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.

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SECOND LIEN PLEDGE AGREEMENT
Pledge Agreement • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York

SECOND LIEN PLEDGE AGREEMENT, dated as of March 13, 2014 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”), among Nautilus Acquisition Holdings, Inc., a Delaware corporation (“Holdings”), Nautilus Merger Sub, LLC, a Delaware limited liability company (“MergerSub”), Vision Holding Corp., a Delaware corporation (the “Company”), National Vision, Inc., a Georgia corporation (“NVI”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 29 hereof (each such Subsidiary being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors, Holdings, MergerSub and the Company are referred to collectively as the “Pledgors”), and Morgan Stanley Senior Funding, Inc., as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.

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JOINDER AGREEMENT
Joinder Agreement • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York

JOINDER AGREEMENT, dated as of February 3, 2017 (this “Agreement” or “JoinderAgreement”), by and among KKR Corporate Lending LLC (the “New Term Loan Lender”), the Borrower (as defined below), the Guarantors and Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent.

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SECOND LIEN SECURITY AGREEMENT
Second Lien Security Agreement • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York

THIS SECOND LIEN SECURITY AGREEMENT, dated as of March 13, 2014, among Nautilus Acquisition Holdings, Inc., a Delaware corporation (“Holdings”), Nautilus Merger Sub, LLC, a Delaware limited liability company (“MergerSub”), Vision Holding Corp., a Delaware corporation (the “Company”), National Vision, Inc., a Georgia corporation (“NVI”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.14 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, Holdings, MergerSub and the Company are referred to collectively as the “Grantors”), and Morgan Stanley Senior Funding, Inc., as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.

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JOINDER AND AMENDMENT AGREEMENT
Joinder and Amendment Agreement • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York

JOINDER AND AMENDMENT AGREEMENT, dated as of May 29, 2015 (this “Agreement” or “Joinder and Amendment Agreement”), by and among KKR Corporate Lending LLC (the “New Term Loan Lender”), the Borrower (as defined below), the Guarantors and Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent.

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FIRST LIEN SECURITY AGREEMENT
First Lien Security Agreement • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York

THIS FIRST LIEN SECURITY AGREEMENT, dated as of March 13, 2014, among Nautilus Acquisition Holdings, Inc., a Delaware corporation (“Holdings”), Nautilus Merger Sub, LLC, a Delaware limited liability company (“MergerSub”), Vision Holding Corp., a Delaware corporation (the “Company”), National Vision, Inc., a Georgia corporation (“NVI”) each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.14 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, Holdings, MergerSub and the Company are referred to collectively as the “Grantors”), and Goldman Sachs Bank USA, as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.

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Contract
Equipment Lease 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 (“[*]”).

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SECOND LIEN SECURITY AGREEMENT
Second Lien Security Agreement • July 17th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York

THIS SECOND LIEN SECURITY AGREEMENT, dated as of March 13, 2014, among Nautilus Acquisition Holdings, Inc., a Delaware corporation (“Holdings”), Nautilus Merger Sub, LLC, a Delaware limited liability company (“MergerSub”), Vision Holding Corp., a Delaware corporation (the “Company”), National Vision, Inc., a Georgia corporation (“NVI”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.14 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, Holdings, MergerSub and the Company are referred to collectively as the “Grantors”), and Morgan Stanley Senior Funding, Inc., as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.

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FIRST LIEN GUARANTEE
National Vision Holdings, Inc. • September 29th, 2017 • Ophthalmic goods • New York

THIS FIRST LIEN GUARANTEE dated as of March 13, 2014 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guarantee”), by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 20 (the “Guarantors,” and individually, a “Guarantor”), in favor of the Collateral Agent for the benefit of the Secured Parties.

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SECOND LIEN GUARANTEE
Second Lien Guarantee • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York

THIS SECOND LIEN GUARANTEE dated as of March 13, 2014 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guarantee”), by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 20 (the “Guarantors,” and individually, a “Guarantor”), in favor of the Collateral Agent for the benefit of the Secured Parties.

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PERFORMANCE STOCK UNIT GRANT NOTICE UNDER THE NATIONAL VISION HOLDINGS, INC.
Omnibus Incentive • May 7th, 2020 • National Vision Holdings, Inc. • Ophthalmic goods • Delaware

National Vision Holdings, Inc. (the “Company”), pursuant to its 2017 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Performance Stock Units, which are Restricted Stock Units that are subject to the performance-vesting conditions described herein (the “Performance Stock Units” or “PSUs”) set forth below. The Performance Stock Units are subject to all of the terms and conditions as set forth herein, in the Performance Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

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AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • October 31st, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • Delaware

This AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of October 30, 2017, by and among National Vision Holdings, Inc. (formerly known as Nautilus Parent, Inc.), a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).

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SECOND LIEN CREDIT AGREEMENT dated as of March 13, 2014 among NAUTILUS ACQUISITION HOLDINGS, INC., as Holdings, NAUTILUS MERGER SUB, INC., as the Initial Borrower, VISION HOLDINGS CORP., as the Surviving Borrower NATIONAL VISION, INC., as the Borrower...
Credit Agreement • July 10th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods
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AMENDMENT 3 TO THE MANAGEMENT & SERVICES AGREEMENT BETWEEN WALMART, INC. AND NATIONAL VISION, INC.
Management & Services Agreement • January 22nd, 2020 • National Vision Holdings, Inc. • Ophthalmic goods

This Amendment 3 to the MANAGEMENT & SERVICES AGREEMENT, dated as of May 1, 2012, as amended (the “Agreement”), between Walmart, Inc. (f/k/a Wal-Mart Stores, Inc.) (“Walmart”) and National Vision, Inc. (“Manager”) is effective as of January 23, 2020. All capitalized terms used but not defined in this amendment have the meaning given those terms in the Agreement.

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Contract
Letter Agreement • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • Georgia
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March 9, 2018
National Vision Holdings, Inc. • May 15th, 2018 • Ophthalmic goods
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AMENDMENT 4 TO THE MANAGEMENT & SERVICES AGREEMENT BETWEEN WALMART INC. AND NATIONAL VISION, INC.
Services Agreement • July 20th, 2020 • National Vision Holdings, Inc. • Ophthalmic goods

This Amendment 4 to the MANAGEMENT & SERVICES AGREEMENT, dated as of May 1, 2012, as amended (the “Agreement”), between Walmart Inc. (f/k/a Wal-Mart Stores, Inc.) (“Walmart”) and National Vision, Inc. (“Manager”) is effective as of July 17, 2020. All capitalized terms used but not defined in this amendment have the meaning given those terms in the Agreement.

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AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN
Equity Incentive Plan • October 26th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • Delaware

WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of February 6, 2014 (the “Merger Agreement”), among Vision Holding Corp. (“VHC”), Nautilus Acquisition Holdings, Inc., and Nautilus Merger Sub, Inc., it is expected that Nautilus Merger Sub, Inc. will merge with and into VHC with VHC as the surviving corporation and a wholly-owned indirect subsidiary of Nautilus Parent, Inc. (the “Company”) (the “Merger”) effective on March 13, 2014 (the “Closing Date”);

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Contract
Supplier Agreement • August 28th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods

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 (“[*]”).

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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...
National Vision Holdings, Inc. • August 28th, 2017 • Ophthalmic goods
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JOINDER AND AMENDMENT AGREEMENT
Joinder and Amendment Agreement • October 31st, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York

JOINDER AND AMENDMENT AGREEMENT, dated as of October 31, 2017 (this “Agreement” or “Joinder and Amendment Agreement”), by and among the Borrower (as defined below), the Guarantors, each Revolving Credit Lender (in each case as a New Revolving Loan Lender, an Extending Lender and/or an Exiting Lender, as applicable), Goldman Sachs Bank USA, as Administrative Agent, Collateral Agent, Swingline Lender and a Letter of Credit Issuer, Bank of America, N.A., as a Letter of Credit Issuer and Citibank, N.A., as a Letter of Credit Issuer. Unless otherwise indicated, capitalized terms used but not defined herein having the meanings provided in the Credit Agreement (as defined below).

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Contract
Letter Agreement • August 28th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods
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Contract
Asset Purchase Agreement • August 28th, 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 (“[*]”).

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SALE PARTICIPATION AGREEMENT KKR Vision Aggregator L.P. New York, NY 10019
Sale Participation Agreement • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods • New York

You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between Nautilus Parent, Inc., a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to (i) the exchange of all or a portion of your shares of common stock of Vision Holding Corp., a Delaware corporation (“VHC”), held by you immediately prior to the effective time of the Merger for Common Stock of the Company pursuant to the Contribution Agreement to be entered into between you and the Company prior to the date hereof, (ii) the exchange of all or a portion of your options to purchase shares of common stock of VHC outstanding immediately prior to the effective time of the Merger for fully-exercisable options to purchase shares of Common Stock after the Merger (the “Rollover Options”), (ii) the purchase/subscription by you of Purchased Stock; and/or (iii) the grant by the Company to you of options (the “New Options”, and together with the Rollover Options, the “Opti

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STOCK OPTION AGREEMENT
Grant Agreement • September 29th, 2017 • National Vision Holdings, Inc. • Ophthalmic goods

THIS GRANT AGREEMENT (the “Grant Agreement”), dated as of the date indicated on Schedule A hereto as the date the Grant memorialized herein has been granted (the “Grant Date”), is made by and between Nautilus Parent, Inc., a corporation existing under the laws of Delaware (hereinafter referred to as the “Company”) and the individual whose name is set forth on the Omnibus Signature Page to this Grant Agreement, who is an employee of the Company or any of its Service Recipients (hereinafter referred to as the “Optionee”). Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the 2014 Stock Incentive Plan for Key Employees of Nautilus Parent, Inc. and its Subsidiaries, as such Plan may be amended from time to time (the “Plan”).

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National Vision, Inc. January 11, 2017
National Vision Holdings, Inc. • September 29th, 2017 • Ophthalmic goods

Re: Management & Services Agreement dated as of May 1, 2012 by and between Wal-Mart Stores, Inc. and National Vision, Inc., as amended (the “M&S Agreement”)

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RESTRICTED STOCK AWARD AGREEMENT
2014 Stock Incentive Plan • 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”).

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