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Exhibit 6
[LETTERHEAD OF RESTORATION HARDWARE, INC.]
March 22, 2001
To the Investors listed on the
List of Investors attached as Schedule A
to the Amended and Restated Series A and B Preferred Stock Purchase Agreement,
dated as of March 21, 2001 (the "Stock Purchase Agreement")
Re: Side Letter Regarding Certain Notices
Ladies and Gentlemen:
Reference is made to the Stock Purchase Agreement, and defined terms used in
this letter but not defined herein shall have the meanings ascribed to them in
the Stock Purchase Agreement.
Restoration Hardware, Inc. (the "Company") agrees that it will promptly notify
each of the Principal Investors in writing of any conversions of Series A
Preferred Stock into shares of common stock, provided that the Company shall not
be required to send such notices more than once in any calendar month, unless
one or more Principal Investors reasonably requests additional notice in
writing.
Each Investor holding information rights under Section 1 of the Amended and
Restated Investor Rights Agreement, dated as of March 21, 2001, attached as
Exhibit C to the Stock Purchase Agreement further agrees to notify the Company
in writing promptly upon its ceasing to be entitled to information rights.
The agreements, obligations and undertakings of the Company and the Investors
contained in this letter are agreed to be mutual, and this letter will be of no
force or effect unless countersigned by each of the Investors. Once
countersigned by each of the Investors, the Company and the Investors shall
hereby have amended that certain letter, dated March 22, 2001, executed between
them (the "Original Letter"), such that as of the date hereof the Original
Letter shall be of no further force or effect. If this letter is in accordance
with your understanding of
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To the Principal Investors
March 22, 2001
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the matters contained herein, please countersign where indicated and return to
me at the address above.
Best regards,
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Xxxx Xxxxxxxx
Chief Executive Officer
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To the Principal Investors
March 22, 2001
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Side Letter Regarding Certain Notices
Agreed and Accepted:
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Print Name:
Address:
