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EXHIBIT 99.J
JOINDER AGREEMENT
This Joinder Agreement (this "Agreement") is executed and delivered by
W. Xxxxxx Xxxxxx, a resident of the State of California ("Xxxxxx"), effective as
of May 1, 2001.
RECITALS
WHEREAS, Inter-Him N.V., a Netherlands Antilles corporation
("Inter-Him"), and Harold's Stores, Inc., an Oklahoma corporation (the
"Company"), entered into a Series 2001-A Preferred Stock Purchase Agreement
dated as of February 28, 2001 (the "Stock Purchase Agreement"), pursuant to
which Inter-Him purchased from the Company 300,000 shares of Series 2001-A
Preferred Stock, $.01 par value per share (the "Preferred Stock");
WHEREAS, in connection with Inter-Him's purchase of the Preferred
Stock, Inter-Him entered into an Investor Rights Agreement, Right of First
Refusal Agreement and Voting Agreement, each dated as of February 28, 2001 and
delivered pursuant to the Stock Purchase Agreement (the "Ancillary Agreements");
WHEREAS, effective as of May 1, 2001, Inter-Him has sold 37,500 shares
of Preferred Stock (the "Shares") to Xxxxxx for an aggregate cash purchase price
of $750,000; and
WHEREAS, in connection with Xxxxxx'x purchase of the Shares, Xxxxxx
shall become a party to the Stock Purchase Agreement and the Ancillary
Agreements (the "Transaction Agreements") as an "Investor" thereunder.
AGREEMENT
NOW, THEREFORE, for good and other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged:
1. Joinder. Xxxxxx hereby agrees that as of the date hereof he
shall, and hereby does, become a party to and bound by the Transaction
Agreements as an "Investor" thereunder, and shall perform the obligations
contained therein as if he had originally executed the Transaction Agreements as
an Investor.
2. Acknowledgement. Xxxxxx acknowledges that he has been provided
with copies of the executed Transaction Agreements and has had an adequate
opportunity to review such agreements, to have answered any questions concerning
such agreements, and to consult with his attorney regarding the terms of such
agreements and the consequences of his becoming a party to them.
3. Certain Representations. Without limiting any other
representation or warranty in the Transaction Agreements that Xxxxxx is making
by the execution and delivery of this
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Agreement, Xxxxxx represents and warrants for the benefit of Inter-Him and the
Company that: (a) he has the power and authority to enter into the Transaction
Agreements and to carry out the terms and conditions of the Transaction
Agreements as an Investor thereunder; (b) the execution and delivery of the
Transaction Agreements and this Agreement and compliance with or performance
under them has been duly authorized by all necessary action on his part in
compliance with applicable law; (c) the carrying out of the terms and conditions
of the Transaction Agreements by Xxxxxx is not restricted by or in violation
either of any applicable law to which he is subject or of any agreement,
commitment, order, ruling or proceeding to which he is a party; and (d) each of
the Transaction Agreements and this Agreement constitutes the valid and binding
agreement of Xxxxxx.
DULY EXECUTED by the undersigned, effective as of May 1, 2001.
/s/ W. Xxxxxx Xxxxxx
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W. Xxxxxx Xxxxxx
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