0001193125-09-027501 Sample Contracts

SECOND AMENDMENT TO RIGHTS AGREEMENT
Rights 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.

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