X0202 3 2006-11-10 0 0000046043 HARVEY ELECTRONICS INC HRVE 0001379526 Stackpole David Andrew C/O HARVEY ELECTRONICS, INC. 205 CHUBB AVENUE LYNDHURST NJ 07071 1 0 1 0 8% Cumulative Convertible Series B Preferred Stock 150 D Series A Warrant 5.60 2006-11-10 2013-11-10 Common Stock 16072 D Warrant to Purchase Common Stock Common Stock D Series B Warrant 2.80 2006-11-10 2013-11-10 Common Stock 500000 I Member of holder, Trinity Investment Partners, LLC Series C Warrant 2006-11-10 2013-11-10 Common Stock 500000 I Member of holder, Trinity Investment Partners, LLC 150 shares of 8% Cumulative Convertible Series B Preferred Stock are convertible into 53,571 shares of Common Stock. Pursuant to the terms of the reporting person's Employment Agreement, the reporting person shall be entitled to receive a a bonus every three months, in an amount equal to $50,000, payable in vested warrants to purchase common stock of the Company at an exercise price equal to 50% of the volume average price over the period with respect to which the payment is being made. In addition, on November 10, 2007, the reporting person shall be entitled to receive $150,000 of salary payable in vested warrants to purchase common stock of the Company at an exercise price equal to 50% of the volume weighted average price over the period with respect to which payment is being made. The warrants shall be exercisable no later than March 15 of the calendar year following the calendar year in which they are issued. The Series C Warrant grants the reporting person the right to purchase a total of 500,000 shares of Common Stock at an exercise price of between $3.20 and $6.80 per share in ten equal tranches, with the exercise price increasing by $.40 in each tranche. David Andrew Stackpole 2006-11-16