0001193125-07-264969 Sample Contracts

FIRST AMENDMENT TO RIGHTS AGREEMENT
Rights 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.

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