SECOND AMENDMENT TO CONVERTIBLE PREFERRED STOCK
AND WARRANTS SUBSCRIPTION AGREEMENT
This Second Amendment to Convertible Preferred Stock and Warrants
Subscription Agreement (the "Agreement") is being made and entered into as of
the 11th day of February, 1999, by and between Sterling Vision, Inc., a New
York corporation (the "Company"), and the holder (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 hereto in hand paid to the other, 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, as amended, between the Company
and the Holder:
2. Section 1.2 of the Amendment is hereby amended to provide that, from
and after February 17, 1999, no dividends on the Preferred Stock shall
be payable to the Holder thereof;
3. Subsection 1.3(a) of the Amendment is hereby amended to
delete the phrase (appearing on the second and third lines
thereof)"...on the first day from and after February 17,
1999 on which the Registration Statement (as hereinafter
defined) is effective,..." and to substitute, in lieu
thereof, the phrase "...on February 18, 2000...";
4. Subsections 1.3(a) and 3.1(a) of the Amendment are each hereby amended
to provide that, from and after February 17, 1999, the Conversion
Price set forth in said Subsections 1.3(a) and 3.1(a), shall be $3.00;
5. Subsection 1.3(d) and Section 4.1 of the Amendment are each hereby
amended to change the date appearing on the second line thereof, from
February 17, 1999 to February 17, 2000;
6. Section 4.1 of the Amendment is hereby amended by deleting, in its
entirety, the penultimate sentence thereof and by substituting, in
lieu thereof, the following: "In case of
any such action, the $3.00 price set forth in Subsection
3.1(a) hereof shall be adjusted to reflect such action.";
and
7. The Warrant annexed as Exhibit C to the Subscription Agreement is
hereby amended by changing the Exercise Price thereof from $5.00 to
$4.00.
IN WITNESS HEREOF, the undersigned have executed this Amendment as of
the 11th day of February, 1999.
STERLING VISION, INC.
By:
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Xxxxxx Xxxxxx,
Executive Vice President
HOLDER:
By:
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