EXHIBIT 10.2
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THIRD AMENDMENT
TO
INVESTOR RIGHTS AGREEMENT
This Third Amendment ("Amendment") to the Investor Rights Agreement is made
and entered into as the 1st day of June, 2006 (the "Effective Date") by and
among Harold's Stores, Inc., an Oklahoma corporation (the "Company"), Inter-Him,
N.V. ("Inter-Him"), and W. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ("▇▇▇▇▇▇"), 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,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and 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 ▇▇▇▇▇▇ (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 and the Series 2003-A Preferred Stock of the
Company;
WHEREAS, the Company now desires to issue 25,000 shares of Series 2006-A
Preferred Stock to Inter-Him and ▇▇▇▇▇▇, as contemplated in that certain Series
2006-A Preferred Stock Purchase Agreement of even date herewith (the "2003
Preferred Stock Purchase Agreement"), and Inter-Him and ▇▇▇▇▇▇ desire to
purchase such shares of Series 2006-A Preferred Stock as so contemplated;
WHEREAS, the Company, Inter-Him and ▇▇▇▇▇▇ 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-A Preferred Stock of the Company 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 and the Series 2003-A Preferred Stock of the
Company, by amending the Investor Rights Agreement to so provide; and
WHEREAS, Inter-Him and ▇▇▇▇▇▇ hold more than the minimum number of shares
of Amended Series 2001-A Preferred Stock, Series 2002-A Preferred Stock and the
Series 2003-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 Third 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) "Preferred Purchase Agreement" shall mean the 2001 Preferred Stock
Purchase Agreement, the 2002 Preferred Stock Purchase Agreement, the 2003
Preferred Stock Purchase Agreement and the 2006 Preferred Stock Purchase
Agreement; and
(b) "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, and the shares of Series 2006-A Preferred Stock, $.01 per value,
of the Company.
2. 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.
3. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment
as of the date above set forth.
"COMPANY" Harold's Stores, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Executive Officer
"INTER-HIM" Inter-Him, N.V.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
"▇▇▇▇▇▇" By: /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇
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W. ▇▇▇▇▇▇ ▇▇▇▇▇▇
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