Exhibit 10.1
Dated as of July 30, 2005
Restoration Hardware, Inc.
15 Koch Road, Suite J
Corte Madera, California 94925
Attention: Patricia A. McKay, Executive Vice
President
and Chief Financial
Officer
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Re:
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Conversion of Series A Preferred Stock into
Common Stock; Waiver of Certain Rights under Amended and Restated
Investor Rights Agreement
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Ladies and Gentlemen:
Reference is hereby made to the Certificate of
Designation of Series A and Series B Preferred Stock (“
Certificate of Designation ”) of Restoration Hardware,
Inc. (the “ Company ”) and to the Amended and
Restated Investor Rights Agreement, dated as of March 21, 2001
(the “ Investor Rights Agreement ”), by and
among the Company and the investors (the “ Investors
”) listed on Schedule A thereto. Capitalized terms used
but not defined herein shall have the meanings ascribed to such
terms in the Investor Rights Agreement.
The Company has indicated to the undersigned
that it intends to provide notice of conversion pursuant to the
Certificate of Designation providing for the conversion of its
outstanding Series A Preferred Stock of the Company into Common
Stock of the Company. The undersigned holder of Series A
Preferred Stock wishes to elect voluntary conversion of such Series
A Preferred Stock into Common Stock of the Company as hereinafter
provided and to agree to a waiver of certain information rights
that would otherwise be available to some holders of Common Stock
resulting from the conversion of Series A Preferred Stock absent
such waiver, such waiver being effective as to all holders of
Series A Preferred Stock (and Common Stock resulting upon
conversion of such Series A Preferred Stock) upon consent of
two-thirds (2/3) of the holders of outstanding Registrable
Securities. For good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the undersigned
agrees as follows:
1.
Conversion of Series A Preferred Stock into Common Stock
.
(a)
Notification to Company . Pursuant to Sections
3(C)3(a) and 3(C)3(c) of the Certificate of Designation, the
undersigned holder of Series A Preferred Stock of the Company is
hereby notifying the Company that such undersigned has elected to
convert all of its shares of Series A Preferred Stock into Common
Stock of the Company.
(b)
Notification to Transfer Agent . By copy of this
letter to Computershare,
