X0202 4 2007-06-15 0 0001016607 WILSONS THE LEATHER EXPERTS INC WLSN 0001279270 MARATHON FUND L P V 90 SOUTH 7TH STREET SUITE 3700 MINNEAPOLIS MN 55402 0 0 1 0 0001402537 Marathon Ultimate GP LLC 90 SOUTH 7TH STREET, SUITE 3700 MINNEAPOLIS MN 55402 0 0 1 0 0001402538 Miltiades LP 90 SOUTH 7TH STREET, SUITE 3700 MINNEAPOLIS MN 55402 0 0 1 0 Series A Convertible Preferred Stock 1.50 2007-06-15 4 P 0 35000 A Common Stock 23333333 35000 D Common Stock Warrant (right to buy) 2.00 2007-06-15 4 P 0 1 A 2012-06-15 Common Stock 11666667 1 D The Series A Convertible Preferred Stock is convertible into Common Stock of the Issuer at an initial conversion rate of 666.6667 shares of Common Stock for each share of Series A Convertible Preferred Stock. The number of shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock is subject to adjustment based on changes in the conversion price, which is $1.50 initially, in the event of stock splits and similar events, and in the event of stock issuances below either the market price or the conversion price (other than certain customary exceptions). The number of shares issuable upon conversion of a share of Series A Convertible Preferred Stock at any time will be determined by dividing the stated value of such share, $1,000, by the conversion price then in effect. Immediately exercisable; provided that the number of shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock and exercise of the Warrants issued to all purchasers in the offering is limited to 19.9% of the number of shares of Common Stock of the Issuer that were outstanding prior to the issuance of such securities until the Issuer?s shareholders approve issuance of shares of Common Stock in excess of such exchange cap. The Series A Convertible Preferred Stock has no expiration date. The purchase price for a unit consisting of one share of Series A Convertible Preferred Stock and a warrant to purchase 50% of the shares of Common Stock issuable upon conversion of such share of Series A Convertible Preferred Stock was $1,000. The number of shares of Common Stock issuable upon exercise of the Warrant and the exercise price per share of Common Stock subject to the Warrant are subject to adjustment in the event of stock splits and similar events, and in the event of stock issuances below either the market price or exercise price (other than certain customary exceptions). Marathon Fund Limited Partnership V By: Miltiades L.P., Its General Partner By: Marathon Ultimate GP, LLC, Its General Partner By: __________________________, Its Manager 2007-06-19 By: ___________________________, Its Manager 2007-06-19 Marathon Ultimate GP, LLC, Its General Partner, By: ___________________________, Its Manager 2007-06-19