EXHIBIT I-1
TERMINATION AGREEMENT
This Termination Agreement (this "Agreement") is made and entered into
effective as of August 2, 2002 (the "Effective Date"), by and among Harold's
Stores, Inc., an Oklahoma corporation (the "Company"), Inter-Him N.V., a
Netherlands Antilles corporation ("Inter-Him"), and W. Xxxxxx Xxxxxx, an
individual resident of the State of California ("Xxxxxx").
RECITALS
WHEREAS, on May 1, 2001, Inter-Him and Xxxxxx (individually, an
"Investor" and collectively, the "Investors") and the Company entered into a
Shareholders Agreement (the "Shareholders Agreement") to provide for rights of
first refusal in the event that any of the Investors desired to transfer any of
their shares of Series 2001-A Preferred Stock of the Company ("Preferred
Stock") and to enter into certain agreements relating to the voting of their
shares of Preferred Stock;
WHEREAS, in connection with the acquisition of shares of Series 2002-A
Preferred Stock by the Investors and others, the parties to the Shareholders
Agreement desire to terminate such Shareholders Agreement in its entirety.
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual promises, representations, warranties and covenants set forth herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Termination of Shareholders Agreement. All of the parties to
the Shareholders Agreement hereby terminate the Shareholders Agreement,
effective as of the Effective Date.
2. Revocation of Prior Proxies. All proxies granted under the
Shareholders Agreement shall be revoked as of the Effective Date.
3. Removal of Legends from Certificates; Further Assurances.
Upon the request of either Investor, the Company shall remove or cause the
removal of any legends that had been required by the Shareholders Agreement
from each certificate representing the Investors' shares of Preferred Stock,
and any certificates issued to their successors and assigns who were bound by
the Shareholders Agreement. Further, upon the execution of this Agreement and
thereafter, the parties to this Agreement shall do such other things as may be
reasonably requested by any other party to this Agreement in order more
effectively to consummate or document the transactions contemplated by this
Agreement.
4. Miscellaneous. This Agreement is binding upon the parties to
this Agreement and their respective legal representatives, heirs, devisees,
legatees or other successors and assigns, and inures to the benefit of the
parties to this Agreement and their respective permitted legal representatives,
heirs, devisees, legatees or other permitted successors and assigns. This
Agreement constitutes the entire agreement of the parties to this Agreement
with
respect to its subject matter, supersedes all prior agreements, if any, of the
parties to this Agreement with respect to its subject matter, and may not be
amended except in writing signed by the party to this Agreement against whom
the change is being asserted. This Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of Oklahoma. This
Agreement may be executed in two or more copies, each of which shall be deemed
an original, and it shall not be necessary in making proof of this Agreement or
its terms to produce or account for more than one of such copies.
[Signatures appear on next page.]
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DULY EXECUTED and delivered by each of the parties hereto effective as
set forth above.
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
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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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/s/ W. Xxxxxx Xxxxxx
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W. Xxxxxx Xxxxxx
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