AMENDMENT NO. 2 TO THE SUBSCRIPTION AGREEMENT
This Amendment Xx. 0 ("Xxxxxxxxx Xx. 0") dated as of September
13, 1999, by and among Edwardstone & Company, Incorporated, a Delaware
corporation ("Edwardstone"), MidMark Capital, L.P., a Delaware limited
partnership ("MidMark", and together with Edwardstone, "Purchasers") and Vertex
Industries, Inc. a New Jersey corporation (the "Company"), amends the
Subscription Agreement, dated June 21, 1999, as amended on August 23, 1999, by
and among the Company and the Purchasers (the "Subscription Agreement").
Capitalized terms used and not otherwise defined herein shall have the meanings
assigned them in the Subscription Agreement.
RECITALS
WHEREAS, the Company and the Purchasers desire to amend
certain provisions of the Subscription Agreement in the manner and as more fully
set forth herein; and
WHEREAS, the Company and the Purchasers have consented to
amending the Subscription Agreement in the manner set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements set
forth herein and in the Subscription Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. The first and second whereas clauses of the Subscription Agreement
are hereby amended and replaced in their entirety to read as follows:
"WHEREAS, Edwardstone wishes to purchase from the Company, and the
Company wishes to sell to Edwardstone five million four hundred forty
nine six hundred forty two (5,449,642) shares (the "Edwardstone
Shares") of the Company's common stock, par value $.005 per share ("VTX
Common Stock"), on the terms and subject to the conditions set forth in
this Agreement;
WHEREAS, MidMark wishes to purchase from the Company, and the Company
wishes to sell to MidMark five million (5,000,000) shares (the "MidMark
Shares", and together with the Edwardstone Shares, the "Shares") of VTX
Common Stock, on the terms and subject to the conditions set forth in
this Agreement; and"
2. All references to the Subscription Agreement shall be deemed to
refer to the Subscription Agreement as amended by this Amendment No. 2.
3. Except as specifically amended hereby, the original provisions of
the Subscription Agreement remain in full force and effect.
4. This Amendment No. 2 may be executed in counterparts, each of which
shall be deemed as original, but all of which shall constitute the same
instrument.
5. This Amendment No. 2 shall be governed by the laws of the State of
New York.
6. This Amendment No. 2 shall be effective as of the date hereof.
IN WITNESS WHEREOF, each party hereto has signed this Amendment No. 2,
or caused its duly authorized officer or general partner to sign this Amendment
No. 2, as of the date first above written.
VERTEX INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: CEO and President
EDWARDSTONE & COMPANY, INC.
By: /s/ Xxxxxxxx Xxxx
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Name: Xxxxxxxx Xxxx
Title: Chief Executive Officer
MIDMARK CAPITAL, L.P.
by MidMark Associates, Inc.
as General Partner of
MidMark Capital, L.P.
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director
