LOCK-UP AGREEMENT
May 31, 2001
National Vision, Inc.
000 Xxxxxxx Xxxxxxx
Xxxxxxxxxxxxx, Xxxxxxx 00000
Ladies and Gentlemen:
As a five percent (5%), or greater, holder (a "5% Holder") of common stock
(the "Common Stock") of National Vision, Inc., a Georgia corporation (the
"Company"), issued under the terms of the First Amended Joint Plan of
Reorganization Under Chapter 11, Xxxxx 00, Xxxxxx Xxxxxx Code, Filed By Vista
Eyecare, Inc. and Certain of Its Debtor Subsidiaries (the "Reorganization
Plan"), for good and valuable consideration, the receipt and sufficiency of
which are acknowledged, the undersigned agrees (i) that for the period
commencing on the Effective Date (as defined in the Reorganization Plan) and
ending on the six month anniversary of the Effective Date the undersigned
will not offer, sell, contract to sell, grant an option to purchase, or
otherwise dispose of any shares of Common Stock and (ii) that for the period
commencing on the date immediately succeeding the six month anniversary of
the Effective Date and ending on the 36 month anniversary of the Effective
Date the undersigned will not, without the prior written consent of the
Company's Board of Directors, offer, sell, contract to sell, grant an option
to purchase, or otherwise dispose of any shares of Common Stock (it being
understood and agreed that such consent shall be withheld only if (in the
prompt determination of the Company's Board of Directors) any such sale,
contract to sell, grant of option, or other disposition of Common Stock,
after giving effect thereto, (i) would result in a material adverse tax
consequence to the Company or (ii) would materially increase the likelihood
of the occurrence of a material adverse tax consequence to the Company (as
determined after giving effect to other sales of Common Stock occurring on
or after the Effective Date and prior to the date that such determination
is made, if any)). Subject to the terms and conditions hereof, the undersigned
authorizes the Company to cause the transfer agent to decline to transfer
and/or to note stop transfer restrictions on the transfer books and records of
the Company with respect to any shares of Common Stock and any securities
convertible into, exercisable, or exchangeable for Common Stock for which
the undersigned is the record holder and, in the case of any such share
or securities for which the undersigned is the beneficial but not the record
holder, agrees to cause the record holder to cause the transfer agent to
decline to transfer and/or to note stop transfer restrictions on such books
and records with respect to such shares or securities.
This Lock-Up Agreement shall terminate upon the earlier to occur of (i) the
sale (in accordance herewith) of all of the 5% Holder's Common Stock and
(ii) the 36 month anniversary of the Effective Date.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to enter into the agreements set forth herein, and that,
upon request, the undersigned will execute any additional documents necessary
in connection with enforcement hereof.
This Lock-Up Agreement shall be governed by and construed in accordance with
the laws of the State of New York but without giving effect to the conflicts
of laws principles thereof.
This Lock-Up Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which
counterparts taken together shall constitute but one and the same instrument.
This Lock-Up Agreement may be executed by facsimile signatures.
Very truly yours,
XXXXXXX HIGH YIELD SERIES -
XXXXXXX HIGH YIELD FUND*
By: /s/ Xxxxx X. Xxxxx, Xx.
Name: Xxxxx X. Xxxxx, Xx.
Title: Vice President
Accepted, Acknowledged
and Agreed:
National Vision, Inc.
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Sr. Vice President and General Counsel
* A copy of the Agreement and/or Declaration of Trust of the referenced
trust or fund (the "Fund") is on file with the Secretary of State of
The Commonwealth of Massachusetts, and notice is hereby given, and by your
acceptance hereof you acknowledge, that this instrument is executed on behalf
of the Fund and that the obligations of or arising out of this instrument are
not binding upon any of the trustees, officers or shareholders individually but
are binding only upon the assets and property of the Fund. If this instrument
is executed by a Series of the Fund, you also acknowledge that the obligations
of or arising out of this instrument are not binding upon the assets and
property of any Series of a fund other than the Series executing this
instrument.
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