0000818682-02-000006 Sample Contracts

FIRST AMENDMENT TO VOTING AGREEMENT
Voting Agreement • August 9th, 2002 • Harolds Stores Inc • Retail-family clothing stores

This First Amendment ("Amendment") to the Voting Agreement is made and entered into as the 2nd day of August, 2002 (the "Effective Date") by and among Harold's Stores, Inc., an Oklahoma corporation (the "Company"), Inter-Him, N.V. ("Inter-Him"), the individuals and entities listed on the Schedule of Family Shareholders attached hereto as Exhibit A (collectively, the "Family Shareholders"), and W. Howard Lester, William E. Haslam, Clark J. Hinkley and Margaret A. Gilliam (collectively, the "New Investors"), in order to amend the Voting Agreement (the "Voting Agreement") dated as of February 28, 2001 by and among the Company, Inter-Him and the Family Shareholders.

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SERIES 2002-A PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • August 9th, 2002 • Harolds Stores Inc • Retail-family clothing stores • Oklahoma

This Series 2002-A Preferred Stock Purchase Agreement (this "Agreement") is made as of June 26, 2002, by and among Harold's Stores, Inc., an Oklahoma corporation (the "Company"), and the investors listed on the Schedule of Investors attached hereto (the "Investors").

FIRST AMENDMENT TO RIGHT OF FIRST REFUSAL AGREEMENT
Right of First Refusal Agreement • August 9th, 2002 • Harolds Stores Inc • Retail-family clothing stores

This First Amendment ("Amendment") to the Right of First Refusal Agreement is made and entered into as of the 2nd day of August, 2002 (the "Effective Date") by and among Harold's Stores, Inc., an Oklahoma corporation (the "Company"), Inter-Him, N.V. ("Inter-Him"), W. Howard Lester ("Lester"), an individual, 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 (the "Right of First Refusal Agreement") dated as of February 28, 2001 by and among the Company, Inter-Him and the Family Shareholders.

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 9th, 2002 • Harolds Stores Inc • Retail-family clothing stores • Texas

This Third Amendment to Loan and Security Agreement (the "Amendment"), dated as of August 2, 2002 (the "Amendment Date"), is among the financial institutions listed on the signature pages hereof, Bank of America, National Association as administrative agent for the Lenders (the "Agent"), Harold's Stores, Inc., an Oklahoma corporation (the "Parent"), and each of Harold's Financial Corporation, an Oklahoma corporation, Harold's Direct, Inc., an Oklahoma corporation, Harold's Stores of Texas, L.P., a Texas limited partnership, Harold's Stores of Georgia, L.P., a Georgia limited partnership, and Harold's of Jackson, Inc., a Mississippi corporation (including the Parent each a "Borrower" and collectively the "Borrowers").

FIRST AMENDMENT TO INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • August 9th, 2002 • Harolds Stores Inc • Retail-family clothing stores

This First Amendment ("Amendment") to the Investor Rights Agreement is made and entered into as the 2nd day of August, 2002 (the "Effective Date") by and among Harold's Stores, Inc., an Oklahoma corporation (the "Company"), and Inter-Him, N.V. ("Inter-Him"), W. Howard Lester, William E. Haslam, Clark J. Hinkley and Margaret A. Gilliam (collectively, the "Investors") in order to amend the Investor Rights Agreement (the "Investor Rights Agreement") dated as of February 28, 2001 by and among the Company and Inter-Him.

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