EXHIBIT 10.9
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FOURTH AMENDMENT
TO INVESTOR RIGHTS AGREEMENT
THIS FOURTH AMENDMENT TO INVESTOR RIGHTS AGREEMENT (this
"Amendment")
is made and entered into as of the 26th day of April, 2007 (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") and
RonHow, LLC, a Georgia limited liability company ("RonHow"), 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,
Lester, William A. Haslam, Margaret A. Gilliam and Clark J.
Hinkley, 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 Lester,
and as amended
by that certain Third Amendment to Investor Rights Agreement dated
as of June 1,
2006 by and among the Company, Inter-Him and Lester (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, the Series 2003-A Preferred Stock
and the Series
2006-A Preferred Stock of the Company;
WHEREAS, the Company has granted to RonHow (i) an option to acquire
up
to 3,000 shares of Series 2006-B Preferred Stock, $.01 par value
per share, of
the Company (the "Series 2006-B Preferred Stock") pursuant to that
certain
Option Agreement between RonHow and the Company dated August 31,
2006 and
amended April 26, 2007; and (ii) an option to acquire up to 2,000
additional
shares of Series 2006-B Preferred Stock pursuant to that certain
Option
Agreement between RonHow and the Company dated January 4, 2007 and
amended April
26, 2007;
WHEREAS, the Company now desires to (i) grant to RonHow an option
to
acquire up to 3,000 shares of Series 2007-B Senior Preferred Stock,
$.01 par
value per share, of the Company (the "Series 2007-B Preferred
Stock") pursuant
to that certain Option Agreement between RonHow and the Company
dated April 26,
2007; (ii) issue to RonHow 2,000 shares of Series 2007-A Senior
Preferred Stock,
$.01 par value per share, of the Company (the "Series 2007-A
Preferred Stock"),
as contemplated in that certain Preferred Stock Purchase Agreement
between
RonHow and the Company dated April 26, 2007, and RonHow desires to
purchase such
shares as so contemplated;
WHEREAS, the Company, Inter-Him and Lester 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-B Preferred Stock, the
Series 2007-A
Preferred Stock and the Series 2007-B Preferred Stock on identical
terms to
those attached to the shares of Common Stock of the
<PAGE>
Company issuable upon conversion of the Amended Series 2001-A
Preferred Stock,
the Series 2002-A Preferred Stock, the Series 2003-A Preferred
Stock and the
series 2006-A Preferred Stock of the Company, by amending the
Investor Rights
Agreement to so provide and to include RonHow as a party to the
Investor Rights
Agreeme
