0001193125-09-164020 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 5th, 2009 • Design Within Reach Inc • Wholesale-furniture & home furnishings

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and Glenhill Special Opportunities Master Fund, LLC; (the “Purchase Agreement”).

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SECOND AMENDMENT TO LOAN AGREEMENT AND WAIVER
Loan Agreement • August 5th, 2009 • Design Within Reach Inc • Wholesale-furniture & home furnishings

This Second Amendment to Loan Agreement and Waiver (this “Amendment”) is entered into as of August 4, 2009 by and among Design Within Reach, Inc., a Delaware corporation (“Borrower”), Wells Fargo Retail Finance, LLC, individually and as administrative agent (“Agent”) under the Loan Agreement referred to below, and the other financial institutions signatory hereto as lenders.

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