EXHIBIT C-2
SECOND AMENDMENT
TO
RIGHT OF FIRST REFUSAL AGREEMENT
This Second Amendment (this "Amendment") to Right of First Refusal
Agreement is made and entered into as of this 28th day of February, 2003 (the
"Effective Date") by and among Harold's Stores, Inc. (the "Company"), Inter-Him,
N.V. ("Inter-Him"), W. Xxxxxx Xxxxxx ("Xxxxxx"), and the individuals and
entities listed on the Schedule of Family Shareholders attached hereto as
Exhibit A (collectively, the "Family Shareholders"), in order to amend that
certain Right of First Refusal Agreement dated as of February 28, 2001 by and
among the Company, Inter-Him and the Family Shareholders, as previously amended
by the First Amendment thereto dated August 2, 2002 (as so amended, and as
further amended by this Amendment, the "Right of First Refusal Agreement").
WITNESSETH:
WHEREAS, the Company, Inter-Him and the Family Shareholders entered
into the Right of First Refusal Agreement in connection with the transactions
contemplated in that certain Series 2001-A Preferred Stock Purchase Agreement
dated as of February 28, 2001 (the "2001 Preferred Stock Purchase Agreement"),
whereby the Company sold 300,000 shares of Series 2001-A Preferred Stock of the
Company to Inter-Him.
WHEREAS, the Right of First Refusal Agreement sets forth certain
agreements of the Family Shareholders and Inter-Him regarding certain transfers
of common stock of the Company by the Family Shareholders;
WHEREAS, subsequent to Inter-Him's purchase of the Series 2001-A
Preferred Stock pursuant to the Series 2001-A Preferred Stock Purchase
Agreement, Inter-Him transferred 37,500 shares of the Series 2001-A Preferred
Stock to Xxxxxx;
WHEREAS, the Company, Inter-Him, Xxxxxx and certain other parties
entered into that certain Series 2002-A Preferred Stock Purchase Agreement dated
as of June 26, 2002 (the "2002 Preferred Stock Purchase Agreement");
WHEREAS, in connection with the 2002 Preferred Stock Purchase
Agreement, Inter-Him and Xxxxxx surrendered their shares of Series 2001-A
Preferred Stock of the Company in exchange for an equal number of shares of
Amended Series 2001-A Preferred Stock of the Company, which the Company issued
to them upon cancellation of all of the Series 2001-A Preferred Stock;
WHEREAS, on February 5, 2003, Inter-Him and Xxxxxx acquired shares of a
new series of preferred stock of the Company, Series 2003-A Preferred Stock, and
in connection with such acquisition 329 Partners-II Limited Partnership, an
entity controlled by the Family Shareholders, agreed to certain amendments to
the lease under which the Company leases its Dallas business office from 329
Partners-II Limited Partnership (the "Lease Amendment");
WHEREAS, the Lease Amendment requires the termination of the Right of
First Refusal Agreement in the manner set forth in this Amendment; and
WHEREAS, Inter-Him and Xxxxxx together hold more than the minimum
number of shares of Amended Series 2001-A Preferred Stock of the Company, and
the Family Shareholders executing this Amendment hold more than the minimum
number of shares of Common Stock of the Company, required in order to amend the
Right of First Refusal Agreement pursuant to Section 3.6 thereof.
NOW THEREFORE, in consideration of the recitals and agreements
contained herein and the benefits to be derived from the mutual observance of
the provisions of the Right of First Refusal Agreement, the parties agree as
follows:
1. Termination of Right of First Refusal Agreement as to Certain Family
Shareholders. The parties hereby terminate the Right of First Refusal Agreement
as to the Family Shareholders other than Xxxxxxx Xxxxxx Xxxxx and Xxxxxxx X.
Xxxxx, effective as of the date of this Amendment.
2. Subsequent Termination as to Xxxxxxx and Xxxxxxx Xxxxx. Effective as
of the day following the 2003 Annual Meeting of Shareholders of Harold's Stores,
Inc., the Right of First Refusal Agreement shall terminate as to Xxxxxxx Xxxxxx
Xxxxx and Xxxxxxx X. Xxxxx, and thus shall terminate in its entirety as of such
date. No further action of the parties shall be required to document or
otherwise effect such termination of the Right of First Refusal Agreement.
3. Counterpart Execution. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute but one and the same instrument.
Signature page follows this page.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first set forth above.
"COMPANY" Harold's Stores, Inc.
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxx, Chief Executive Officer
"INTER-HIM" Inter-Him, N.V.
By: /s/ Xxxxxx Xxxxxxxxxx
-----------------------------------------
Xxxxxx Xxxxxxxxxx, Managing Partner
"XXXXXX" /s/ W. Xxxxxx Xxxxxx
----------------------------------------------
W. Xxxxxx Xxxxxx
"FAMILY SHAREHOLDERS" /s/ Xxxxxx X. Xxxxxx
---------------------------------------------
Xxxxxx X. Xxxxxx, individually and as Trustee
under the Xxxxxx X. Xxxxxx Family Revocable
Trust, UA dated 9/7/93, and under the
Xxxxxx X. Xxxxxx Revocable Trust dated 9/8/93
/s/ Xxxx X. Xxxxxx
---------------------------------------------
Xxxx X. Xxxxxx, individually and as Trustee
under the Xxxxxx X. Xxxxxx Revocable Trust
dated 9/8/93
/s/ Xxxxxxx Xxxxxx Xxxxx
---------------------------------------------
Xxxxxxx Xxxxxx Xxxxx, individually and as
custodian for Xxxxxxxx X. Xxxxx, Xxxxxxx X.
Xxxxx and Xxxxx X. Xxxxx under the Texas UGMA
/s/ Xxxxxxx X. Xxxxx
---------------------------------------------
Xxxxxxx X. Xxxxx, individually and as Trustee
under the H. Xxxxxx Xxxxxx and Xxxx X. Xxxxxx
1997 Irrevocable Trust
First Signature Page to Second Amendment to Right of First Refusal Agreement
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/s/ H. Xxxxxx Xxxxxx
---------------------------------------------------
H. Xxxxxx Xxxxxx, individually and as custodian for
Xxxxxxxxx X. Xxxxxx and Xxxx X. Xxxxxx under the
Oklahoma UTMA
/s/ Xxxx X. Xxxxxx
---------------------------------------------------
Xxxx X. Xxxxxx
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Xxxx Xxxxxx Xxxx, individually and as custodian for
Miles X. Xxxx, Xxxxxxx X. Xxxx and Xxxxxx X. Xxxx
under the Texas UGMA
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Xxxx X. Xxxx
Arvest Trust Company, N.A., as Trustee
By: /s/ Xxxxxx Xxxxxxx
------------------------------------------------
Xxxxxx Xxxxxxx
AVP & Trust Officer
*Executed as Trustee with respect to:
Xxxxxxxxx X. Xxxxxx Trust A
Xxxxxxxxx X. Xxxxxx Trust B
Second Signature Page to Second Amendment to Right of First Refusal Agreement
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