Voting Agreement between Glenhill Special Opportunities Master Fund LLC and Design Within Reach, Inc.
This agreement confirms that the shareholder will vote all shares they control in Design Within Reach, Inc. in favor of resolutions related to shareholder approval as defined in a Securities Purchase Agreement dated July 20, 2009. This includes approving an increase in authorized common stock and electing specified directors. The agreement is irrevocable and is a condition for entering into the Securities Purchase Agreement.
EXHIBIT 10.2
July 20, 2009
Glenhill Special Opportunities Master Fund LLC
598 Madison Avenue, 12th Floor
New York, New York 10022
To Whom It May Concern:
This letter will confirm my agreement to vote all shares of voting stock of Design Within Reach, Inc. a Delaware corporation (the “Company”), over which I have voting control in favor of any resolution presented to the shareholders of the Company with respect to Shareholder Approval (as defined in that certain Securities Purchase Agreement, dated July 20, 2009 among the Company and the purchaser signatory thereto (the “Purchase Agreement”)), including but not limited to:
| (i) | an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share, from 30,000,000 to 500,000,000; and |
| (ii) | the election of Glenn J. Krevlin, David Rockwell and William Sweedler to serve as directors of the Company. |
This agreement is given in consideration of, and as a condition to enter into, such Purchase Agreement and is not revocable by me.
| By: |
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| Name of Shareholder: | ||
| Number of Shares Beneficially Owned: | ||
