FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder desires to transfer the
attached Warrant.)
FOR VALUE RECEIVED, __________________________ hereby sells, assigns,
and transfers unto __________________ a Warrant to purchase __________ shares
of Common Stock, $.01 par value per share, of Sterling Vision, Inc. (the
"Company"), together with all right, title, and interest therein, and does
hereby irrevocably constitute and appoint ____________ attorney to transfer
such Warrant on the books of the Company, with full power of substitution.
Dated:
Signature
-----------------------
Signature Guaranteed:
NOTICE
The signature on the foregoing Assignment must correspond to the name
as written upon the face of this Warrant in every particular, without
alteration or enlargement or any change whatsoever.
To: Sterling Vision, Inc.
0000 Xxxxxxxxx Xxxxxxxx
Xxxx Xxxxxx, Xxx Xxxx 00000
ELECTION TO EXERCISE
The undersigned hereby exercises his or its rights to
purchase _______ Warrant Shares covered by the within Warrant and
tenders payment herewith in the amount of $_________ in accordance with
the terms thereof; and the undersigned certifies that this Warrant is
owned by the undersigned free and clear of any and all claims, liens
and/or encumbrances and requests that certificates for such securities
be issued in the name of, and delivered to:
---------------------
---------------------
---------------------
(Print Name, Address and Social Security
or Tax Identification Number)
and, if such number of Warrant Shares shall not be all the Warrant
Shares covered by the within Warrant, that a new Warrant for the balance
of the Warrant Shares covered by the within Warrant be registered in the
name of, and delivered to, the undersigned at the address stated below.
The undersigned request that the shares to be issued pursuant to this Notice of
Conversion be issued by issuance of a Certificate therefor to the above
entity/individual.
Dated: ________________ Name:_______________________
(Print)
Address:__________________________________________________________________
-----------------------------
(Signature)