REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2005 • Shoe Pavilion Inc • Retail-shoe stores
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 4th, 2005 • Shoe Pavilion Inc • Retail-shoe stores • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of October 3, 2005, among Shoe Pavilion, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). Notwithstanding anything herein to the contrary, Magnetar Capital Master Fund, Ltd. is the only Purchaser and references hereunder to “Purchasers” or multiple Purchasers shall be disregarded.
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of SHOE PAVILION, INC.Common Stock Purchase Warrant • October 4th, 2005 • Shoe Pavilion Inc • Retail-shoe stores
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (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 third anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Shoe Pavilion, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “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).
