9% SECURED CONVERTIBLE DEBENTURERetail Pro, Inc. • July 3rd, 2008 • Services-prepackaged software • New York
THIS 9% SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 9% Secured Convertible Debentures of Retail Pro, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 3252 Holiday Court, La Jolla, California 92037, designated as its 9% Secured Convertible Debenture due June 27, 2011 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
COMMON STOCK PURCHASE WARRANT RETAIL PRO, INC.Retail Pro, Inc. • July 3rd, 2008 • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Midsummer Investment Ltd. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 4 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Retail Pro, Inc., a Delaware corporation (the “Company”), up to 3,000,000 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
DEBENTURE AND WARRANT PURCHASE AGREEMENTDebenture and Warrant Purchase Agreement • July 3rd, 2008 • Retail Pro, Inc. • Services-prepackaged software • New York
This Debenture and Warrant Purchase Agreement (this “Agreement”), dated as of June 27, 2008, is made by and between Retail Pro, Inc. (the “Company”) and Midsummer Investment Ltd. (the “Purchaser”).
