NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE, TRANSFER
OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i)
AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR (ii) AN OPINION OF
COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY, THAT AN EXEMPTION
FROM REGISTRATION UNDER SAID ACT IS AVAILABLE.
-------------------- ------------------------------------- ---------------------
Date of Issue: STOCK PURCHASE WARRANT No. of Shares:
-------------------- ------------------------------------- ---------------------
September 13, 2001 20,000
-------------------- ------------------------------------- ---------------------
-------------------- ------------------------------------- ---------------------
To Subscribe for and Purchase Common Stock of
ONE PRICE CLOTHING STORES, INC.
THIS CERTIFIES that, for value received, Enhanced Retail Funding, LLC
(together with any subsequent transferees of all or any portion of this Warrant,
the "Holder"), is entitled, upon the terms and subject to the conditions
hereinafter set forth, to subscribe for and purchase from One Price Clothing
Stores, Inc., a Delaware corporation (hereinafter called the "Company"), up to
20,000 fully paid and non-assessable shares of the Company's Common Stock (the
"Shares"), at the price equal to the Exercise Price (as defined in section 1
hereof) (subject to adjustment as provided in Section 7 hereof, the "Warrant
Purchase Price"). The number and character of such Shares are subject to
adjustment as provided herein.
1. Definitions. As used herein the following term shall have the following
meaning:
"Act" means the Securities Act of 1933 as amended, or a similar Federal
statute and the rules and regulations of the Commission issued under that Act,
as they each may, from time to time, be in effect.
"Common Stock" shall mean the Common Stock of the Company, $.01 par
value per share.
"Exercise Price" shall mean the closing price of Common Stock as quoted
on the NASDAQ Stock Market on September 10, 2001.
"Original Issue Date" shall mean the date on which this Warrant is
originally issued.
2. Purchase Rights. The purchase rights represented by this Warrant are
exercisable by the Holder in whole or in part, at any time and from time to
time commencing on the date hereof and ending at 5:00 p.m. on, the fifth
anniversary of the Original Issue Date.
3. Exercise of Warrant; Net Issue Exercise.
3.1 Exercise of Warrant. Subject to Section 2 above, the purchase rights
represented by this Warrant may be exercised, in whole or in part and from
time to time, by the surrender of this Warrant and the duly executed Notice
of Exercise (the form of which is attached as Exhibit A) at the principal
office of the Company and by the payment to the Company, by check, of an
amount equal to the then applicable Warrant Purchase Price per share
multiplied by the number of Shares then being purchased. Upon exercise, the
Holder shall be entitled to receive, within three (3) business days after
such notice of exercise is given, a certificate or certificates, issued in
the Holder's name or in such name or names as the Holder may direct, for
the number of Shares so purchased. The Shares so purchased shall be deemed
to be issued as of the close of business on the date on which this Warrant
shall have been exercised.
3.2. Net Issue Exercise.
(a) In lieu of exercising this Warrant pursuant to Section 3.1 hereof, the
Holder may elect to receive Shares equal to the value of this Warrant (or
the portion thereof being cancelled) by surrender of this Warrant at the
principal office of the Company together with notice of such election in
which event the Company shall issue to the Holder a number of Shares
computed using the following formula:
X = Y (A - B)
-------
A
Where X = the number of Shares to be issued to the Holder;
Y = the number of Shares purchasable under this Warrant;
A = the fair market value of one Share (assuming the fair
market value of one Share is greater than the Warrant
Purchase Price as adjusted to the date of such
calculations); and
B = the Warrant Purchase Price (as adjusted to the date
of such calculations).
Such Shares shall be issued within three (3) business days after the notice of
election is given.
(b) (i) For purposes of this Section, fair market value of a Share shall be
equal to the closing price of the Company's Common Stock on the preceding
trading day as quoted on the Nasdaq Stock Market or such other exchange or
automated quotation system that the Company's Common Stock is publicly
traded. In the event the Common Stock ceases trading on the Nasdaq Stock
Market or some other exchange or automated quotation system, the fair
market value of a Share shall be a value reasonably determined by the
Company's Board of Directors. In the event that the Holder disagrees with
the Board of Directors' determination of fair market value, then the fair
market value shall be determined by an appraiser selected by the Holder
(the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal")
shall be furnished to the Company within 20 days after the Board of
Directors' determination of fair value, and if the Company does not object
to such determination within 15 days after receipt of the Holder's
appraisal, then the fair market value determined by the Holder's Appraiser
shall be the fair market value of a Share.
(ii) In the event that the Company objects to such determination as set forth in
clause (i) above, then the Company shall select an appraiser (the
"Company's Appraiser") who shall review the determination of the Holder's
Appraiser and issue a report thereon (the "Company's Appraisal") within 30
days after the delivery of the Holder's Appraisal to the Company and within
10 days after the issuance of such report to the Holder's Appraiser, the
Holder's Appraiser and the Company's Appraiser shall meet to negotiate in
good faith to reach agreement on the fair market value of a Share, and such
agreed value shall be the fair market value of a Share.
(iii)In the event that the Company's Appraiser and the Holder's Appraiser are
unable to reach agreement as set forth in clause (ii) above, then such
Appraisers shall select an appraiser (the "Third Appraiser") within 5 days
after the meeting described in clause (ii) above, and the average of two
appraisals, consisting of the appraisal made by the Third Appraiser and the
appraisal of the Holder's Appraiser and Company's Appraiser (whichever is
closest to that of the Third Appraiser), shall be conclusive and binding on
the Company and the Holder.
(iv) The fees and expenses of the Company's Appraiser shall be paid by the
Company, the fees and expenses of the Holder's Appraiser shall be paid by
the Holder, and the fees and expenses of the Third Appraiser shall be
shared equally by the Company and the Holder.
4. Shares to be Issued; Reservation of Shares. The Company covenants that the
Shares that may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon issuance, be fully paid and
non-assessable, and free from all liens and charges with respect to the
issue thereof. During the period within which the purchase rights
represented by the Warrant may be exercised, the Company will at all times
have authorized and reserved, for the purpose of issuance upon exercise of
the purchase rights represented by this Warrant, a sufficient number of
shares of its Common Stock to provide for the exercise of the right
represented by this Warrant.
5. No Fractional Shares. No fractional shares shall be issued upon the
exercise of this Warrant. In lieu thereof, a cash payment shall be made
equal to such fraction multiplied by the fair market value of such shares
of Common Stock, as determined in good faith by the Company's Board of
Directors.
6. Adjustment for Merger, Consolidation or Sale of Assets. In the event that
at any time or from time to time after the Original Issue Date but prior to
the Expiration Date, the Company shall merge or consolidate with or into
another entity or sell all or substantially all of its assets, the Board of
Directors of the Company (or if the Company is not the surviving
corporation in any such transaction, the Board of Directors of the
surviving corporation) shall provide such that the Holder hereof shall
thereafter have the right to receive the kind and amount of shares of
stock, other securities, property or cash deliverable or payable to the
holders of the Common Stock of the Company that the Holder hereof upon
exercise of this Warrant would have been entitled to had the Holder hereof
exercised the remaining portion of this Warrant into shares of Common Stock
immediately prior thereto and the Board of Directors shall make appropriate
adjustments to the number and kind of shares and to the Warrant Purchase
Price per share then applicable to the shares covered by the unexercised
portion of the Warrant.
7. Adjustment of Warrant Purchase Price on Warrants.
(a) Adjustment of Warrant Purchase Price. The Warrant Purchase Price shall be
adjusted as set forth in this Section 7 with the intent that the rights of
the Holder to exercise shall not be impaired.
(b) Adjustment for Combination or Consolidation of Common Stock. In the event
the outstanding shares of Common Stock shall be combined or consolidated,
by reclassification or otherwise, into a lesser number of shares of Common
Stock, the Warrant Purchase Price in effect immediately prior to such
combination or consolidation shall, concurrently with the effectiveness of
such combination or consolidation, be proportionately increased.
(c) Adjustment for Stock Dividend or Subdivision. In the event the Company at
any time or from time to time after the Original Issue Date shall declare
or pay any dividend on the Common Stock payable in Common Stock, or effect
a subdivision of the outstanding shares of Common Stock into a greater
number of shares of Common Stock by reclassification or otherwise than by
payment of a dividend in Common Stock, then and in any such event, the
Warrant Purchase Price in effect immediately prior to such subdivision or
stock dividend shall forthwith be proportionately reduced.
(d) Certificate as to Adjustments. Upon the occurrence of each adjustment or
readjustment of the Warrant Purchase Price pursuant to this Section 7, the
Company at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to the Holder
a certificate setting forth such adjustment or readjustment and showing in
detail the facts upon which such adjustment or readjustment is based. The
Company shall, upon the written request at any time of the Holder, furnish
or cause to be furnished to such holder a like certificate setting forth
(i) such adjustments and readjustments, (ii) the Warrant Purchase Price at
the time in effect, and (iii) the number of shares of Common Stock and the
amount, if any, of other property which at the time would be received upon
the exercise of the Warrant.
(e) Waiver of Provisions. The provisions of this Section 7 may be waived in any
instance (without the necessity of convening any meeting of stockholders of
the Company) upon the written consent of the Holder.
8. No Rights as Shareholders. This Warrant does not entitle the Holder to any
voting rights or other rights as a shareholder of the Company prior to
exercise of this Warrant and the payment for the Shares so purchased.
Notwithstanding the foregoing, the Company agrees to transmit to the Holder
such information, documents and reports as are generally distributed to
holders of the capital stock of the Company concurrently with the
distribution thereof to the shareholders. Upon valid exercise of this
Warrant and payment for the Shares so purchased in accordance with the
terms of the Warrant, the Holder or the Holder's designee, as the case may
be, shall be deemed a shareholder of the Company.
9. Sale or Transfer of the Warrant; Legend. The Warrant and the Shares shall
not be sold or transferred unless either (i) they first shall have been
registered under the Act, or (ii) the Company first shall have been
furnished with an opinion of legal counsel reasonably satisfactory to the
Company to the effect that such sale or transfer is exempt from the
registration requirements of the Act. Each certificate representing any
Warrant shall bear the legend set out on page 1 hereof. Each certificate
representing any Shares shall bear a legend substantially in the following
form, as appropriate:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.
Such Warrant and Shares may be subject to additional restrictions on transfer
imposed under applicable state and federal securities law.
10. Reserved.
11. Modifications and Waivers. This Warrant may not be changed, waived,
discharged or terminated except by an instrument in writing signed by the
party against which enforcement of the same is sought.
12. Notices. Any notice, request or other document required or permitted to be
given or delivered to the Holder or the Company shall be delivered, or
shall be sent by certified or registered mail, postage prepaid, to the
Holder at its address shown on the books of the Company or to the Company
at the address indicated therefor on the signature page of this Warrant,
or, if different, at the principal office of the Company.
13. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants
with the Holder that upon its receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this
Warrant or any stock certificate and, in the case of any such loss, theft
or destruction, of an indemnity or security reasonably satisfactory to it,
and upon reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of this Warrant or stock
certificate, if mutilated, the Company will make and deliver a new Warrant
or stock certificate, of like tenor, in lieu of the lost, stolen, destroyed
or mutilated Warrant or stock certificate.
14. Representations and Warranties of Holder. By accepting this Warrant, the
Holder represents and warrants that he, she or it is acquiring this Warrant
and the Shares for his, her or its own account, for investment and not with
a view to, or for sale in connection with, any distribution thereof or any
part thereof. Holder represents and warrants that he, she or it is (a)
experienced in the evaluation of businesses similar to the Company, (b) is
able to fend for himself, herself or itself in the transactions
contemplated by this Warrant, (c) has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits
and risks of an investment in the Company, (d) has the ability to bear the
economic risks of an investment in the Company, (e) has been furnished with
or has had access to such information as is specified in subparagraph
(b)(2) of Rule 502 promulgated under the Act and (f) has been afforded the
opportunity to ask questions of and to receive answers from the Company and
to obtain any additional information necessary to make an informed
investment decision with respect to an investment in the Company. The
Holder further represents that it is an "accredited investor" as defined in
Rule 501(a) of Regulation D under the Securities Act.
15. Representations and Warranties of Company. The Company represents that:
(a) The execution, delivery and performance of this Warrant has been duly
authorized by the Company's Board of Directors and constitutes the legal,
valid and binding obligation of the Company enforceable against the Company
in accordance with its terms, except as enforcement thereof may be limited
by bankruptcy, insolvency, or other laws affecting the enforcement of
creditors' rights in general and except that the enforceability of the
obligations hereunder is subject to general principals of equity
(regardless of whether such enforceability is considered in a proceeding at
equity or at law). Neither the execution nor the delivery of this Warrant,
nor fulfillment of nor compliance with the terms and provisions of this
Warrant, nor the issuance of Shares upon exercise of the Warrant, will (i)
violate the terms of the certificate of incorporation or by-laws of the
Company or (ii) violate any agreement (including any agreement with
stockholders), instrument, judgment, decree or statute to which the Company
is subject, except for such violations that may have a de minimis effect on
the Company, would not affect the Company's ability to execute and deliver
this Warrant and would not affect the Holder's ability to exercise all or
any portion of this Warrant.
(b) The authorized capital stock of the Company consists of 35,000,000 shares
of Common Stock, of which, based upon information currently available,
2,942,340 shares are issued and outstanding and 500,000 shares of Series A
Preferred Stock, of which no shares are issued and outstanding.
(c) Except as set forth in subparagraph (b) above, and Exhibit B attached
hereto, the Company does not have outstanding any rights (either preemptive
or other) or options to subscribe for or purchase from the Company, or any
warrants or other agreements providing for or requiring the issuance by the
Company of, any capital stock or any securities convertible into or
exchangeable for its capital stock.
(d) Sufficient shares of authorized but unissued shares of Common Stock of the
Company have been reserved by appropriate corporate action with the
prospective exercise of the Warrant, and, the issuance of either the
Warrant or the shares of Common Stock upon exercise of the Warrant will not
require any further corporate action by the stockholders or directors of
the Company, will not be subject to preemptive rights (unless the exercise
of the same has been irrevocably waived) in any present stockholders of the
Company and will not conflict with any provision of any agreement to which
the Company is a party or by which it is bound, and such Common Stock, when
issued upon exercise of the Warrant in accordance with its terms, will be
duly authorized, fully paid and non-assessable.
16. Registration Rights.
(a) Piggy Back Registration Rights. If at any time after the Original Issue
Date the Company shall determine to register any of its securities for its
own account or for any other person (other than a registration under the
Securities Act of shares issued in connection with any acquisition of any
entity or business, shares issuable solely upon the exercise of stock
options, or shares issuable solely pursuant to employee benefit plans,
including registration statements on Form X-0, X-0 or any successor form),
the Company shall do the following:
(i) promptly give the Holder written notice thereof (which shall include a list
of the jurisdictions in which the Company intends to attempt to register or
qualify such securities under the applicable blue sky or other state
securities laws); and
(ii) include among the securities which it then registers or qualifies all
Registrable Securities (as defined below) specified in a written request or
requests, made within fifteen (15) days after receipt of the written notice
from the Company, by the Holder; provided, however, if, in connection with
any offering involving an underwriting of Common Stock to be issued by the
Company, the managing underwriter shall impose a limitation on the number
of shares which may be included in any such registration statement because,
in its judgment, such limitation is necessary to effect an orderly public
distribution, and such limitation is imposed pro rata with respect to all
shares whose holders have a contractual, incidental ("piggyback") right to
include such shares in the Registration Statement, and as to which
inclusion has been requested pursuant to such right and there is first
excluded from such Registration Statement all shares sought to be included
therein by (i) any holder thereof not having any such contractual,
piggyback registration rights, and (ii) any holder thereof having
contractual, piggyback registration rights subordinate and junior to the
rights of the Holder, then the Company shall only be obligated to include
in such Registration Statement only the amount of Registrable Securities as
determined in good faith by the managing underwriter. For purposes of this
Warrant, the term "Registrable Securities" shall mean all shares of Common
Stock issued and issuable upon exercise of the Warrant; provided however,
that shares of Common Stock which are "Registrable Securities" shall cease
to be Registrable Securities (a) upon any sale pursuant to a registration
statement under the Securities Act, Section 4(1) of the Securities Act or
Rule 144 promulgated under the Securities Act or (b) at such time as such
shares of Common Stock are freely saleable under Rule 144(k) promulgated
under the Securities Act (or a successor provision).
(b) Form S-3. In addition to the rights provided to the Holder of Registrable
Securities in subsection (a) above, at such time as the registration of
Registrable Securities under the Securities Act can be effected on Form S-3
(or any similar form promulgated by the SEC which permits short form
registration using extensive incorporation by reference), upon the written
request of the Holder, the Company will use reasonable efforts to effect
qualification and registration under the Securities Act on said Form S-3 or
other short form registration of all or such portion of the Registrable
Securities as the Holder shall specify. The Company shall use its
commercially reasonable efforts to file a registration statement on Form
S-3 or other short form registration with the SEC no later than 30 days
after the written request and shall cause such registration statement to
become effective no later than 90 days after the written request. The
Company shall not be required to effect more than one registration pursuant
to this subsection (b) in any twelve-month period. The obligations of the
Company under this Section shall terminate after the Company has effected
two registrations under this subsection (b). The Company represents that it
is currently eligible to use Form S-3 for the purposes contemplated in this
subsection (b).
(c) Registration Procedures. In the case of each registration, qualification or
compliance pursuant to this Section 16, the Company will keep the Holder
advised in writing as to the initiation of proceedings for such
registration, qualification and compliance and as to the completion
thereof, and will advise the Holder, upon written request, of the progress
of such proceedings. At the expense of the Company, the Company will (i)
keep such registration, qualification and compliance current and effective
for a period of 180 days, including, without limitation, the filing of
post-effective amendments and supplements to any registration statement or
prospectus, as necessary to permit the sale or distribution of Registrable
Securities not theretofore sold or distributed, and (ii) take all necessary
action under any applicable blue sky or other state securities laws to
permit such exercise, sale or distribution, all as requested by such
Holder. The Holder shall timely furnish to the Company such information
regarding the Holder and the Registrable Securities held by the Holder and
the intended method of distribution of such securities as shall be required
to effect the registration of the Registrable Securities.
(d) Expenses. All expenses other than underwriting discounts and commissions
relating to Registrable Securities incurred in connection with each of the
registrations, filings or qualifications pursuant to Sections 16(a) and (b)
above, including all registration, filing and qualification fees, all fees
and expenses in connection with compliance with state securities or blue
sky laws, printing and delivery expenses, fees and disbursements of counsel
and independent public accountants for the Company, and the reasonable fees
and disbursements of one law firm acting as counsel for the Holder, shall
be paid by the Company; provided, however, that the Company shall not be
required to pay for any expenses of any registration proceeding begun
pursuant to Section 16(b) if the registration request is subsequently
withdrawn at any time at the request of the Holder, unless the Holder
agrees to forfeit its right to one demand registration pursuant to Section
16(b); provided, further, however, that if at the time of such withdrawal,
the Holder has learned of a material adverse change in the financial
condition, business or prospects of the Company from that known to the
Holder at the time of its request that makes the proposed offering
unreasonable in the good faith judgment of the Holder, then the Holder
shall not be required to pay any of such expenses. Underwriting discounts
and commissions relating to Registrable Securities will be paid ratably by
the Holder of such Registrable Securities.
(e) Right of Company To Delay Registration. For a period not to exceed 60 days,
the Company shall not be obligated to prepare and file, or prevented from
delaying or abandoning, a Registration Statement pursuant to this Warrant
at any time when the Company, in its good faith judgment with advice of
counsel, reasonably believes:
(i) the filing thereof at the time requested, or the offering of Registrable
Securities pursuant thereto, would materially and adversely affect (1) a
pending or scheduled public offering of the Company's securities, (2) an
acquisition, merger, recapitalization, consolidation, reorganization or
similar transaction by or of the Company, (3) pre-existing and continuing
negotiations, discussions or pending proposals with respect to any of the
foregoing transactions, or (4) the financial condition of the Company in
view of the disclosure of any pending or threatened litigation, claim,
assessment or governmental investigation which may be required thereby; and
(ii) that the failure to disclose any material information with respect to the
foregoing would cause a violation of the Securities Act or the Exchange
Act.
The Company shall only be entitled to exercise its right to delay registration
under this subsection (e) once during the term of this Warrant.
(f) Indemnification. The Company will indemnify, defend and hold harmless the
Holder to the fullest extent that such agreement is enforceable under
applicable law against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on any untrue statement
(or alleged untrue statement) of material fact contained therein (or in any
related registration statement, notification or the like) or any omission
(or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
or any violation by the Company of any rule or regulation promulgated under
the Securities Act applicable to the Company and relating to action or
inaction required of the Company in connection with any such registration,
qualification or compliance, and will reimburse the Holder for any legal or
any other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action provided,
however, that the Company will not be liable in any such case to the extent
that any such claim, loss, damage or liability arises out of or is based on
any untrue statement or omission based upon written information furnished
to the Company by an instrument duly executed by the Holder and stated to
be specifically for use therein. Each Holder, if Registrable Securities
held by or issuable to such Holder are included in the securities as to
which such registration, qualification or compliance is being effected,
will indemnify, defend and hold harmless the Company and each of its
directors and officers who signs such a registration statement, against all
claims, losses, damages and liabilities (or actions in respect thereof)
arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any such registration statement,
prospectus, offering circular or other document or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse
the Company and such directors and officers for any legal or any other
expenses reasonably incurred in connection with investigating or defending
any such claim, loss, damage, liability or action, in each case to the
extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) was made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the
Company by an instrument duly executed by such Holder with knowledge that
the information set forth in such instrument was to be used therein.
17. Binding Effect on Successors. This Warrant shall be binding upon any
corporation succeeding the Company by merger, consolidation or acquisition
of all or substantially all of the Company's assets, and all of the
obligations of the Company relating to the Shares issuable upon exercise of
this Warrant shall survive the exercise and termination of this Warrant and
all of the covenants and agreements of the Company shall inure to the
benefit of the successors and assigns of the Holder. The Holder may
transfer its rights hereunder, including its registration rights, to any
general or limited partner or any officer, director, manager or member or
any of its affiliates, provided, however that such assignee or transferee
agrees in writing to be bound by all of the provisions of this Warrant.
18. Governing Law. This Warrant shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the laws of the
State of South Carolina.
IN WITNESS WHEREOF, ONE PRICE CLOTHING STORES, INC. has caused this
Warrant to be executed under seal by its officer thereunto duly authorized.
Dated: September 13, 2001
ONE PRICE CLOTHING STORES, INC.
CORPORATE
SEAL
By: /s/ Xxxxxxx X. Xxxxxx
------------------------
Xxxxxxx X. Xxxxxx
Chief Executive Officer
Attest:
/s/ C. Xxxx Xxxxx
--------------------------------------------
C. Xxxx Xxxxx, Vice President & Treasurer
EXHIBIT A
NOTICE OF EXERCISE
To: ONE PRICE CLOTHING STORES, INC.
1. The undersigned hereby elects to purchase _______ shares of Common Stock of
ONE PRICE CLOTHING STORES, INC. pursuant to the terms of the attached
Warrant, and tenders herewith payment of the purchase price of such shares
in full pursuant to Section 3.1 of the Warrant [or elects to exercise the
warrant for ______ shares of Common Stock pursuant to the net issue
exercise provisions of Section 3.2 of the Warrant].
2. Please issue a certificate or certificates representing said shares in the
name of the undersigned or in such other name or names as are specified
below.
3. The undersigned represents that the aforesaid shares of Common Stock are
being acquired for the account of the undersigned for investment and not
with a view to, or for resale in connection with, the distribution thereof
and that the undersigned has no present intention of distributing or
reselling such shares. The undersigned further represents that such shares
shall not be sold or transferred unless either (1) they first shall have
been registered under the Securities Act of 1933, as amended, or (ii) the
Company first shall have been furnished with an opinion of legal counsel
reasonably satisfactory to the Company to the effect that such sale or
transfer is exempt from the registration requirement.
4. In the event of partial exercise, please re-issue an appropriate Warrant
exercisable into the remaining shares.
-------------------------------
(Name)
-------------------------------
(Address)
-------------------------------
(Signature)
-------------------------------
(Date)
EXHIBIT B
OUTSTANDING OPTIONS, WARRANTS AND OTHER RIGHTS
OPTIONS TO PURCHASE SHARES OF COMMON STOCK
Options to purchase 397,426 shares of Common Stock are outstanding as of the
Original Issue Date.
WARRANTS AND OTHER RIGHTS TO PURCHASE SHARES OF COMMON STOCK
Warrant to purchase 17,143 shares of Common Stock held by GB Retail Funding,
LLC.
