0001140361-08-002019 Sample Contracts

AMENDMENT TO STOCKHOLDER VOTING AGREEMENT
Stockholder Voting Agreement • January 28th, 2008 • Palo Alto Investors, LLC • Retail-furniture stores • Delaware

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”).

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January 24, 2008
Merger Agreement • January 28th, 2008 • Palo Alto Investors, LLC • Retail-furniture stores

Reference is made to (i) the Agreement and Plan of Merger, dated November 8, 2007 (the “Merger Agreement”), between Home Holdings, LLC (“Parent”), Home Merger Sub, Inc., a Delaware corporation, and Restoration Hardware, Inc., a Delaware corporation (the “Company”) and (ii) the letter agreement (the “Letter Agreement”), dated November 8, 2007, between Parent and the undersigned. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Merger Agreement, as amended by the Amendment.

January 24, 2008
Merger Agreement • January 28th, 2008 • Palo Alto Investors, LLC • Retail-furniture stores

Reference is made to (i) the Agreement and Plan of Merger, dated November 8, 2007 (the “Merger Agreement”), between Home Holdings, LLC (“Parent”), Home Merger Sub, Inc., a Delaware corporation, and Restoration Hardware, Inc., a Delaware corporation (the “Company”) and (ii) the letter agreement (the “Letter Agreement”), dated November 8, 2007, between Parent and the undersigned. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Merger Agreement, as amended by the Amendment.

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