FIRST AMENDMENT TO CONVERTIBLE PREFERRED STOCK
AND WARRANTS SUBSCRIPTION AGREEMENT
This Amendment to Convertible Preferred Stock and Warrants Subscription
Agreement (the "Agreement") is being made and entered into as of the 4th day of
January, 1999, by and between Sterling Vision, Inc., a New York corporation
(the "Company"), and the holder of shares of the Company's Convertible
Preferred Stock executing this Agreement.
W I T N E S S E T H:
In consideration of the sum of $10.00 and on good and valuable
consideration to each of the parties in hand paid to the order, the receipt and
sufficiency of which is hereby acknowledged, it is hereby agreed as follows:
1. All capitalized terms used (but not otherwise defined) herein shall
have the respective, identical meanings ascribed to them in that certain
Convertible Preferred Stock and Warrants Subscription Agreement, dated February
17, 1998, between the Company and the Holder;
2. Subsection 3.1(a) of the Amendment is hereby amended to provide that
the Conversion Price set forth in said Subsection 3.1(a) be $4.00, if and to
the extent the Holder shall elect to convert all or any portion of his/its
Convertible Preferred Stock prior to February 10, 1999, and $5.00 thereafter;
and
3. Subsection 1.3(d) of the Amendment is hereby amended to provide that in
the event the Holder shall elect to convert all or any portion of his/its
Convertible Preferred Stock prior to February 10, 1999, the provisions of the
said Subsection 1.3(d) shall not be applicable to such Converted Shares.
IN WITNESS HEREOF, the undersigned have executed this Amendment this 14th
day of January, 1999.
STERLING VISION, INC.
By:/s/Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx,
Executive Vice President
HOLDER:
By:
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