9% SECURED CONVERTIBLE DEBENTURE DUE JUNE 13, 2011Retail Pro, Inc. • June 18th, 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 13, 2011 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”). This Debenture is being issued pursuant to Sections 3(a)(9) and 18(b)(4)(C) of the Securities Act and, as such, pursuant to Rule 144, the holding period of this Debenture and the Conversion Shares shall tack back to the original issuance date of the Original Notes.
COMMON STOCK PURCHASE WARRANT RETAIL PRO, INC.Retail Pro, Inc. • June 18th, 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 1,000,000 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). This Warrant is being issued pursuant to Sections 3(a)(9) and 18(b)(4)(C) of the Securities Act and, as such, pursuant to Rule 144, the holding period of the Warrants and the Warrant Shares solely upon cashless exercise pursuant to Section 2(c) herein shall t
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • June 18th, 2008 • Retail Pro, Inc. • Services-prepackaged software • New York
This Securities Exchange Agreement (this “Agreement”) is dated as of June 13, 2008 between Retail Pro, 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”).
