Design Within Reach, Inc. and American Stock Transfer & Trust Company as Rights Agent Rights Agreement Dated as of May 23, 2006Rights Agreement • May 25th, 2006 • Design Within Reach Inc • Wholesale-furniture & home furnishings • Delaware
Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 20th, 2009 • Design Within Reach Inc • Wholesale-furniture & home furnishings • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 20, 2009, between Design Within Reach, Inc., a Delaware corporation (the “Company”) and Glenhill Special Opportunities Master Fund LLC (the “Purchaser”).
JOINT FILING AGREEMENTJoint Filing Agreement • May 2nd, 2007 • Design Within Reach Inc • Wholesale-furniture & home furnishings
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of DESIGN WITHIN REACH, INC. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of May 2, 2007.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 5th, 2009 • Design Within Reach Inc • Wholesale-furniture & home furnishings
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and Glenhill Special Opportunities Master Fund, LLC; (the “Purchase Agreement”).
Shares DESIGN WITHIN REACH, INC. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • February 25th, 2005 • Design Within Reach Inc • Wholesale-furniture & home furnishings • New York
connection with the sale of Common Stock by the undersigned pursuant to the Underwriting Agreement including, but not limited to, the power and authority on behalf of the undersigned to take any and all of the following actions:
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 24th, 2004 • Design Within Reach Inc • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2004 by and between Design Within Reach, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED CREDIT AGREEMENT by and between DESIGN WITHIN REACH, INC., a Delaware corporation and WELLS FARGO HSBC TRADE BANK, N.A. Dated as of July 17, 2006Credit Agreement • January 16th, 2007 • Design Within Reach Inc • Wholesale-furniture & home furnishings
DESIGN WITHIN REACH, INC., a Delaware corporation (“Borrower”), organized under the laws of the State of Delaware whose chief executive office is located at the address specified after its signature to this Agreement (“Borrower’s Address”) and WELLS FARGO HSBC TRADE BANK, N.A. (“Trade Bank”), whose address is specified after its signature to this Agreement, have entered into this AMENDED AND RESTATED CREDIT AGREEMENT as of July 17, 2006 (“Effective Date”). All references to this “Agreement” include those covenants included in the Addendum to Agreement (“Addendum”) attached as Exhibit A hereto.
LOAN, GUARANTY AND SECURITY AGREEMENT by and among DESIGN WITHIN REACH, INC. as Borrower, THE GUARANTORS SIGNATORY HERETO, as Credit Parties, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO RETAIL FINANCE, LLC as Administrative...Loan Agreement • February 8th, 2007 • Design Within Reach Inc • Wholesale-furniture & home furnishings • New York
THIS LOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), is entered into as of February 2, 2007, by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”) and WELLS FARGO RETAIL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (“Agent”), and, on the other hand, DESIGN WITHIN REACH, INC., a Delaware corporation (“Borrower”) and the Guarantors identified on the signature pages hereof (together with Borrower, the “Credit Parties” and each individually as a “Credit Party”).
September 14, 2009Registration Rights Agreement • September 15th, 2009 • Design Within Reach Inc • Wholesale-furniture & home furnishings
SECURITY AGREEMENT: EQUIPMENT AND FIXTURESSecurity Agreement • January 16th, 2007 • Design Within Reach Inc • Wholesale-furniture & home furnishings • Delaware
SECOND AMENDMENT TO LOAN AGREEMENT AND WAIVERLoan Agreement • August 5th, 2009 • Design Within Reach Inc • Wholesale-furniture & home furnishings
This Second Amendment to Loan Agreement and Waiver (this “Amendment”) is entered into as of August 4, 2009 by and among Design Within Reach, Inc., a Delaware corporation (“Borrower”), Wells Fargo Retail Finance, LLC, individually and as administrative agent (“Agent”) under the Loan Agreement referred to below, and the other financial institutions signatory hereto as lenders.
THIRD AMENDMENT TO RIGHTS AGREEMENTRights Agreement • May 1st, 2009 • Design Within Reach Inc • Wholesale-furniture & home furnishings • Delaware
THIRD AMENDMENT, dated as of April 30, 2009 (“Third Amendment”), to Rights Agreement, dated as of May 23, 2006, as amended by that First Amendment to Rights Agreement, dated December 13, 2007 and that Second Amendment to Rights Agreement, dated February 12, 2009 (the “Rights Agreement”), between Design Within Reach, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC a New York limited liability trust company, as Rights Agent (the “Rights Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 24th, 2004 • Design Within Reach Inc
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of July 30, 2003, by and between DESIGN WITHIN REACH, INC., a California corporation (“Borrower”), and WELLS FARGO HSBC TRADE BANK, NATIONAL ASSOCIATION (“Trade Bank”).
CONTINUING SECURITY AGREEMENT: RIGHTS TO PAYMENT AND INVENTORYContinuing Security Agreement • January 16th, 2007 • Design Within Reach Inc • Wholesale-furniture & home furnishings • Delaware
FOURTH AMENDMENT TO RIGHTS AGREEMENTRights Agreement • July 20th, 2009 • Design Within Reach Inc • Wholesale-furniture & home furnishings • Delaware
FOURTH AMENDMENT, dated as of July 17, 2009 (the “Fourth Amendment”), to the Rights Agreement, dated as of May 23, 2006, as amended by that First Amendment to Rights Agreement, dated as of December 13, 2007, that Second Amendment to Rights Agreement, dated as of February 12, 2009 and that Third Amendment to Rights Agreement, dated as of April 30, 2009 (the “Rights Agreement”), between Design Within Reach, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rights Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement.
CREDIT AGREEMENT by and between DESIGN WITHIN REACH, INC., a Delaware corporation and WELLS FARGO HSBC TRADE BANK, N.A. Dated as of December 23, 2005Credit Agreement • April 17th, 2006 • Design Within Reach Inc • Wholesale-furniture & home furnishings • California
DESIGN WITHIN REACH, INC., a Delaware corporation (“Borrower”), organized under the laws of the State of Delaware whose chief executive office is located at the address specified after its signature to this Agreement (“Borrower’s Address”) and WELLS FARGO HSBC TRADE BANK, N.A. (“Trade Bank”), whose address is specified after its signature to this Agreement, have entered into this CREDIT AGREEMENT as of December 23, 2005 (“Effective Date”). All references to this “Agreement” include those covenants included in the Addendum to Agreement (“Addendum”) attached as Exhibit A hereto.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 24th, 2004 • Design Within Reach Inc
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of November 18, 2003, by and between DESIGN WITHIN REACH, INC., a California corporation (“Borrower”), and WELLS FARGO HSBC TRADE BANK, NATIONAL ASSOCIATION (“Trade Bank”).
July 20, 2009Securities Purchase Agreement • July 20th, 2009 • Design Within Reach Inc • Wholesale-furniture & home furnishings • New York
ContractSublease Agreement • May 17th, 2004 • Design Within Reach Inc • Wholesale-furniture & home furnishings
This letter will serve to extend the terms of the current sublease of 455 Jackson Street between Design Within Reach and Jesse.Hansen&Co., LLC. Thereafter, the lease will be on a month-by-month basis.
PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT BETWEEN WORLD FINANCIAL NETWORK NATIONAL BANK AND DESIGN WITHIN REACH, INC. DATED AS OF NOVEMBER 13, 2003Private Label Credit Card Program Agreement • March 24th, 2004 • Design Within Reach Inc
THIS PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT is made as of this 13th day of November, 2003 (the “Effective Date”) by and between DESIGN WITHIN REACH, INC., with its principal office at 283 Fourth Street, Oakland, California 94607 (hereinafter referred to as “DWR”), and WORLD FINANCIAL NETWORK NATIONAL BANK, with its principal office at 800 Tech Center Drive, Gahanna, Ohio 43230, (hereinafter referred to as “Bank”).
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • February 13th, 2009 • Design Within Reach Inc • Wholesale-furniture & home furnishings • Delaware
SECOND AMENDMENT, dated as of February 12, 2009 (“Second Amendment”), to Rights Agreement, dated as of May 23, 2006, as amended by that First Amendment to Rights Agreement, dated December 13, 2007 (the “Rights Agreement”), between Design Within Reach, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rights Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement.
INVESTORS’ RIGHTS AGREEMENT MAY 12, 2000Investors' Rights Agreement • March 24th, 2004 • Design Within Reach Inc • California
THIS INVESTORS’ RIGHTS AGREEMENT is made as of the 12th day of May, 2000, by and among Design Within Reach, Inc., a California corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor”.
DESIGN WITHIN REACH, INC. STOCK OPTION AGREEMENTStock Option Agreement • February 17th, 2005 • Design Within Reach Inc • Wholesale-furniture & home furnishings • Delaware
THIS AGREEMENT, dated as of the Grant Date set forth on Exhibit A hereto, (the terms of which are hereby incorporated by reference and made a part of this Agreement) is made by and between Design Within Reach, Inc., a Delaware corporation, hereinafter referred to as the “Company,” and the Employee or consultant of the Company, or a Subsidiary of the Company, identified on Exhibit A and hereinafter referred to as “Associate.”
AMENDMENT TO INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 24th, 2004 • Design Within Reach Inc • California
This Amendment to Investors’ Rights Agreement (this “Amendment”) is made effective as of May 8, 2003 by and between Design Within Reach, Inc., a California corporation (the “Company”), and the holders of the Company’s capital stock who are parties to that certain Investors’ Rights Agreement dated as of May 12, 2000 (the “Investors’ Rights Agreement”).
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • December 14th, 2007 • Design Within Reach Inc • Wholesale-furniture & home furnishings • Delaware
FIRST AMENDMENT, dated as of December 13, 2007 (“First Amendment”), to Rights Agreement, dated as of May 23, 2006 (the “Rights Agreement”), between Design Within Reach, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as Rights Agent (the “Rights Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement.
AGREEMENTNewsletter Agreement • July 6th, 2006 • Design Within Reach Inc • Wholesale-furniture & home furnishings • California
THIS AGREEMENT (this “Agreement”) is effective as of June 30, 2006 (the “Effective Date”), by and between DESIGN WITHIN REACH, a Delaware corporation (the “Company”), and ROBERT FORBES, JR. (“Forbes”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 10th, 2004 • Design Within Reach Inc • Wholesale-furniture & home furnishings
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of June 3, 2004, by and between DESIGN WITHIN REACH, INC., a Delaware corporation (“Design Delaware”), successor-by-merger to Design Within Reach, Inc., a California Corporation (“Design California”) (“Borrower”), and WELLS FARGO HSBC TRADE BANK, NATIONAL ASSOCIATION (“Trade Bank”).
CREDIT AGREEMENT by and between DESIGN WITHIN REACH, INC., a California corporation and WELLS FARGO HSBC TRADE BANK, N.A. Dated as of July 10, 2002Credit Agreement • March 24th, 2004 • Design Within Reach Inc
DESIGN WITHIN REACH, INC. (“Borrower”), organized under the laws of the State of California whose chief executive office is located at the address specified after its signature to this Agreement (“Borrower’s Address”) and WELLS FARGO HSBC TRADE BANK, N.A. (“Trade Bank”), whose address is specified after its signature to this Agreement, have entered into this CREDIT AGREEMENT as of July 10, 2002 (“Effective Date”). All references to this “Agreement” include those covenants included in the Addendum to Agreement (“Addendum”) attached as Exhibit A hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • April 2nd, 2008 • Design Within Reach Inc • Wholesale-furniture & home furnishings • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”), by and between Design Within Reach, Inc. (the “Company”) and Ray Brunner (the “Executive”) is effective as of March 31, 2008 (the “Effective Date”).
July 20, 2009Voting Agreement • July 20th, 2009 • Design Within Reach Inc • Wholesale-furniture & home furnishings
WARRANT TO PURCHASE A MAXIMUM OF 700,000 SHARES OF COMMON STOCK OF DESIGN WITHIN REACH, INC. October 2, 1998 (the “Effective Date”)Warrant Agreement • March 24th, 2004 • Design Within Reach Inc • California
This certifies that JESSE HANSEN & Co. (“Holder”) is entitled to purchase from DESIGN WITHIN REACH, INC. (the “Company”) a maximum of 700,000 fully paid and nonassessable shares of the Company’s common stock, no par value (the “Common Stock”), for cash at a price of $1.50 per share (the “Warrants”) (the purchase price specified above is referred to as the “Purchase Price”) prior October 1, 2004 (the “Expiration Date”) upon surrender to the Company at its principal office (or at such other location as the Company may advise Holder in writing) of this Warrant properly endorsed with the Subscription Form attached hereto duly filled in and signed and, if applicable, upon payment in cash or by check of the applicable Purchase Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof. This Warrant is being delivered to Holder in connection with that Agreement dated the date hereof between the Company and Holder (the “Agreemen
SUBLEASE AGREEMENTSublease Agreement • March 24th, 2004 • Design Within Reach Inc
This Sublease Agreement (this “Sublease”) is made as of August , 2003, by and between National Broadcasting Company, Inc., a Delaware corporation (“Sublandlord”) and Design Within Reach, a California corporation (“Subtenant”), with regard to the following facts:
FIRST AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENTLoan, Guaranty and Security Agreement • March 23rd, 2009 • Design Within Reach Inc • Wholesale-furniture & home furnishings • New York
FIRST AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of March 18, 2009, among Design Within Reach, Inc. (“Borrower”), the financial institutions party hereto from time to time (together with their respective successors and assigns, “Lenders”) and Wells Fargo Retail Finance, LLC, as Agent for all Lenders. Terms not defined herein have the meanings given to them in the Loan Agreement (as hereinafter defined).
LEASE AGREEMENTLease Agreement • March 24th, 2004 • Design Within Reach Inc
THIS LEASE is executed this 2nd day of October, 2003, by and between DUGAN FINANCING LLC, a Delaware limited liability company (“Landlord”), and DESIGN WITHIN REACH, INC., a California corporation (“Tenant”).
