Exhibit 10.2
Xxxx Xxxxx May 8, 1997
Xxxxx-Xxxxxxxx L.L.C.
Xxx Xxxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Dear Xxxx,
As an addendum to the Investment Agreement Dated April 11, 1997 and all
exhibits ("Investment Agreement"), between Franklin Ophthalmic Instruments Co.,
Inc ("Franklin") and Xxxxx-Xxxxxxxx L.L.C. ("Prinz), Franklin is willing to
provide "piggyback" registration rights on all of the common stock sold to Prinz
under the aforementioned Investment Agreement provided that: the common stock is
placed in escrow to insure the stand-still provisions in the Investment
Agreement such that: 1) 25% (750,000 shares) of the stock will not be released
and/or sold unless the closing price of Franklin's common stock is equal to or
greater than $.75 per share for five consecutive trading days; and 2) the
remaining common stock (2,250,000) will not be released and/or sold unless the
closing price is equal to or greater than $1.25 for five consecutive trading
days. The escrow restrictions shall cease at the earlier of the time the common
stock sold to Prinz shall be exempt under the provisions of Rule 144 and/or 1
year from the date of each investment of the respective stock referred to above.
In the event of a reverse split of Franklin's common stock, the
aforementioned strike prices for release shall be raised to equal the ratio of
the reverse split (example: if there is a 3:1 reverse split of the stock, the
stand-still of the 2,250,000 shall be raised from $1.25 to $3.75).
Signatures agreeing to the above,
/S/ Xxxxxxx X. Xxxxxxx /S/ Xxxx Xxxxx
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Xxxxxxx X. Xxxxxxx Xxxx Xxxxx
Franklin Ophthalmic Instruments Co., Inc. Xxxxx-Xxxxxxxx, L.L.C.
