EXHIBIT 10.9
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FOURTH AMENDMENT
TO INVESTOR RIGHTS AGREEMENT
THIS FOURTH AMENDMENT TO INVESTOR RIGHTS AGREEMENT (this "Amendment")
is made and entered into as of the 26th day of April, 2007 (the "Effective
Date") by and among Harold's Stores, Inc., an Oklahoma corporation (the
"Company"), Inter-Him, N.V. ("Inter-Him"), W. Xxxxxx Xxxxxx ("Xxxxxx") and
RonHow, LLC, a Georgia limited liability company ("RonHow"), in order to amend
the Investor Rights Agreement dated as of February 28, 2001 by and between the
Company and Inter-Him, as amended by that certain First Amendment to Investor
Rights Agreement dated as of August 2, 2002 by and among the Company, Inter-Him,
Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxx, as amended
by that certain Second Amendment to Investor Rights Agreement dated as of
February 5, 2003 by and among the Company, Inter-Him and Xxxxxx, and as amended
by that certain Third Amendment to Investor Rights Agreement dated as of June 1,
2006 by and among the Company, Inter-Him and Xxxxxx (as so amended, the
"Investor Rights Agreement").
WITNESSETH:
WHEREAS, the Investor Rights Agreement provides for the attachment of
certain registration rights in the shares of Common Stock of the Company
issuable upon conversion of the Amended Series 2001-A Preferred Stock, the
Series 2002-A Preferred Stock, the Series 2003-A Preferred Stock and the Series
2006-A Preferred Stock of the Company;
WHEREAS, the Company has granted to RonHow (i) an option to acquire up
to 3,000 shares of Series 2006-B Preferred Stock, $.01 par value per share, of
the Company (the "Series 2006-B Preferred Stock") pursuant to that certain
Option Agreement between RonHow and the Company dated August 31, 2006 and
amended April 26, 2007; and (ii) an option to acquire up to 2,000 additional
shares of Series 2006-B Preferred Stock pursuant to that certain Option
Agreement between RonHow and the Company dated January 4, 2007 and amended April
26, 2007;
WHEREAS, the Company now desires to (i) grant to RonHow an option to
acquire up to 3,000 shares of Series 2007-B Senior Preferred Stock, $.01 par
value per share, of the Company (the "Series 2007-B Preferred Stock") pursuant
to that certain Option Agreement between RonHow and the Company dated April 26,
2007; (ii) issue to RonHow 2,000 shares of Series 2007-A Senior Preferred Stock,
$.01 par value per share, of the Company (the "Series 2007-A Preferred Stock"),
as contemplated in that certain Preferred Stock Purchase Agreement between
RonHow and the Company dated April 26, 2007, and RonHow desires to purchase such
shares as so contemplated;
WHEREAS, the Company, Inter-Him and Xxxxxx desire to provide for the
attachment of registration rights to the shares of Common Stock of the Company
issuable upon conversion of the Series 2006-B Preferred Stock, the Series 2007-A
Preferred Stock and the Series 2007-B Preferred Stock on identical terms to
those attached to the shares of Common Stock of the
Company issuable upon conversion of the Amended Series 2001-A Preferred Stock,
the Series 2002-A Preferred Stock, the Series 2003-A Preferred Stock and the
series 2006-A Preferred Stock of the Company, by amending the Investor Rights
Agreement to so provide and to include RonHow as a party to the Investor Rights
Agreement from and after the Effective Date; and
WHEREAS, Inter-Him and Xxxxxx hold more than the minimum number of
shares of Amended Series 2001-A Preferred Stock, Series 2002-A Preferred Stock,
the Series 2003-A Preferred Stock and Series 2006-A Preferred Stock of the
Company required in order to amend the Investor Rights Agreement pursuant to
Section 2.8 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 this Fourth Amendment and the Investor Rights Agreement, the
parties agree as follows:
1. Certain Definitions in Investor Rights Agreement. From and after the
Effective Date, the meaning of the following terms defined in the Recitals to
the Investor Rights Agreement shall be deleted, with the definitions set forth
below substituted therefor:
(a) "Investors" shall mean Inter-Him, N.V., W. Xxxxxx Xxxxxx, Xxxxxxx
X. Xxxxxx, Xxxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx and RonHow, LLC ("RonHow").
(b) "Preferred Purchase Agreement" shall mean each of:
(i) the 2001 Preferred Stock Purchase Agreement;
(ii) the 2002 Preferred Stock Purchase Agreement;
(iii) the 2003 Preferred Stock Purchase Agreement;
(iv) the 2006 Preferred Stock Purchase Agreement;
(v) the Preferred Stock Purchase Agreement dated April 26,
2007 by and between RonHow and the Company for the purchase by RonHow
of 2,000 shares of the Series 2007-A Senior Preferred Stock, $.01 par
value, of the Company (the "2007-A Preferred Stock Purchase
Agreement"); and
(vi) each agreement that may be entered into between RonHow
and the Company that governs the purchase by RonHow of Preferred Stock
pursuant to RonHow's full or partial exercise of its option under any
of (A) the Option Agreement between RonHow and the Company dated August
31, 2006 and amended as of April 26, 2007 for the purchase of Series
2006-B Preferred Stock, $.01 par value, of the Company ("Series 2006-B
Preferred Stock"); (B) the Option Agreement between RonHow and the
Company dated January 4, 2007 and amended as of April 26, 2007 for the
purchase of Series 2006-B Preferred Stock; or (C) the Option Agreement
between RonHow and the Company dated April 26, 2007 for the purchase of
Series 2007-B Senior Preferred Stock, $.01 par value, of the Company;
and
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(c) "Preferred Stock" shall mean the shares of Amended Series 2001-A
Preferred Stock, $.01 par value, the shares of Series 2002-A Preferred Stock,
$.01 par value, the shares of Series 2003-A Preferred Stock, $.01 par value, the
shares of Series 2006-A Preferred Stock, $.01 par value, Series 2006-B Preferred
Stock, $.01 par value, the Series 2007-A Senior Preferred Stock, $.01 par value,
and the Series 2007-B Senior Preferred Stock, $.01 par value, of the Company.
2. Substitution of Schedule of Investors. The Schedule of Investors
attached to the Investor Rights Agreement shall be deleted and replaced with the
Schedule of Investors attached to this Amendment as Exhibit A.
3. Other Terms of Investor Rights Agreement. Except for the amendments
set forth herein, all other provisions of the Investor Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected hereby.
4. Counterpart Execution. This Agreement may be executed in two or more
counterparts and by facsimile, each of which shall be deemed to be an original,
but all of which together shall constitute but one and the same instrument.
[Signatures appear on following page]
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IN WITNESS WHEREOF, the parties hereto have executed this Fourth
Amendment as of the date above set forth.
"COMPANY" HAROLD'S STORES, INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: Chief Financial Officer & Secretary
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"INTER-HIM" INTER-HIM, N.V.
By: /s/ Xxxxxx Xxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxxx
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Title: Managing Director
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"RONHOW" RONHOW, LLC
By: Ronus, Inc., a Georgia corporation,
Managing Member
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
President
"XXXXXX"
/s/ W. Xxxxxx Xxxxxx
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W. XXXXXX XXXXXX
EXHIBIT A
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SCHEDULE OF INVESTORS
INVESTOR NAME AND ADDRESS
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INTER-HIM, N.V.
Switzerland Representative Office
Im Xxxxxxxxx 00
Xxxxxxxx
XX - 0000 Xxxxx
Xxxxxxx
Attn.: Xx. Xxxxxx Xxxxxxxxxx
Telecopy: x00 00 000 0000
W. Xxxxxx Xxxxxx
0000 Xxx Xxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Telecopy: (000) 000-0000
Xxxxxxx X. Xxxxxx
0000 Xxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Telecopy: (000) 000-0000
Xxxxx X. Xxxxxxx
0000 Xxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Telecopy: (000) 000-0000
Xxxxxxxx X. Xxxxxxx
00 Xxxx 00xx Xxxxxx
Xxxxx 00X
Xxx Xxxx, Xxx Xxxx 00000-0000
Telecopy: (000) 000-0000
RonHow, LLC
0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxx Xxxxxxxx
Telecopy: (000) 000-0000
