AMENDMENT TO STOCKHOLDER VOTING AGREEMENT
Exhibit
99.11
AMENDMENT
TO
THIS
AMENDMENT TO STOCKHOLDER VOTING AGREEMENT (this “Amendment”) is made
as of January 24, 2008, by and between Restoration Hardware, Inc., a Delaware
corporation (the “Company”), and
the
undersigned stockholder (the “Stockholder”).
RECITALS
WHEREAS,
the Company and the Stockholder are parties to that certain Stockholder Voting
Agreement dated as of November 8, 2007 (the “Voting Agreement”),
which was executed and delivered concurrently with the execution of the Merger
Agreement dated as of November 8, 2007 (the “Merger Agreement”),
by and among the Company, Home Holdings, LLC, a Delaware limited liability
company (the “Parent”), and
Home
Merger Sub, Inc., a Delaware corporation (“Merger Sub”).
WHEREAS,
concurrent with the execution and delivery hereof, the Company, Parent and
Merger Sub are entering into a First Amendment to the Merger Agreement pursuant
to which, among other things, the Merger Consideration (as defined in the
Merger
Agreement) is being reduced to $4.50 in cash per share of Company Common
Stock.
WHEREAS,
Section 10 of the Voting Agreement provides that the Voting Agreement may
be
amended in a writing signed by the parties thereto.
WHEREAS,
the first recital in the Voting Agreement makes reference to the Merger
Agreement as it may be amended from time to time so long as no amendment
reduces
the Merger Consideration.
WHEREAS,
the undersigned parties intend that the Voting Agreement shall remain applicable
in all respects in accordance with its original terms to the Merger Agreement
as
amended including the revised Merger Consideration of $4.50 per share except
that the final deadline expiration date of the Voting Agreement shall be
extended from June 30, 2008 to August 31, 2008 consistent with the original
structure of the Voting Agreement.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which is hereby acknowledged, the parties hereby amend the Agreement as
follows:
AMENDMENT
1. Amendment
of Voting
Agreement. Subject to the terms of this Amendment, the parties
intend that the Voting Agreement shall remain applicable in all respects
in
accordance with its original terms to the Merger Agreement as amended including
the revised Merger Consideration of $4.50 (except that the final expiration
deadline of the Voting Agreement is to be extended to August 31, 2008) and
accordingly the two references to “June 30,2008” in Section 6 of the Voting
Agreement are hereby changed to read “August 31, 2008” and the first recital of
the Voting Agreement is hereby amended and restated in its entirety to read
as
follows:
“WHEREAS,
concurrent with the execution and delivery of this amended Voting Agreement
dated as of January 24, 2008, the Company, Home Holdings, LLC, a Delaware
limited liability company (the “Parent”), and
Home
Merger Sub, Inc., a Delaware corporation (“Merger Sub”),
are entering into a First Amendment to Merger Agreement of even date herewith
(such Merger Agreement, as amended, and as it may be hereafter amended from
time
to time pursuant to the terms thereof other than an amendment that reduces
the
Merger Consideration below $4.50 in cash per share of Company Common Stock
or
imposes additional material conditions to the Parent’s obligation to consummate
the Merger, the “Merger Agreement”)
(capitalized and other defined terms used but not expressly defined herein
have
the respective meanings assigned thereto in the Merger Agreement);”
2. Definitions. Except
as otherwise provided herein, capitalized terms used in this Amendment shall
have the definitions set forth in the Agreement.
3. Terms
of
Agreement. Except as expressly modified hereby, all terms,
conditions and provisions of the Agreement shall continue in full force and
effect. The Stockholder hereby agrees and confirms that its
obligations under the Agreement, as amended by this Amendment, shall remain
in
full force and effective following execution of this Amendment by the parties
hereto.
4. Conflicting
Terms. In the event of any inconsistency or conflict between
the Agreement and this Amendment, the terms, conditions and provisions of
this
Amendment shall govern and control.
5. Governing
Law. This Amendment shall be governed by the laws of the State
of Delaware, without reference to its principles of conflicts of
law.
6. Counterparts. This
Amendment may be executed in several counterparts, each of which shall be
an
original, but all of which together shall constitute one and the same
agreement.
7. Entire
Agreement. This Amendment, together with the Agreement and the
documents expressly referred to herein and therein, contain the entire
understanding of the parties in respect of the subject matter hereof, and
supersede all prior negotiations and understandings between the parties with
respect to such subject matter.
[Signature
pages follow]
2
IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date
first
above written.
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RESTORATION
HARDWARE, INC.
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By:
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/s/
Xxxxx Xxxxxx
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Name:
Xxxxx Xxxxxx
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Title: Chief
Financial Officer
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UBTI
FREE, L.P.
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By:
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Its
General Partner
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By:
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Palo
Alto Investors,
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Its
Manager
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By:
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/s/
Xxxx Xxxxxx
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Name:
Xxxx Xxxxxx
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Title:
Chief Operating Officer
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