EXHIBIT 10.1
July 20, 2009
Ray Brunner
President and Chief Executive Officer
Design Within Reach, Inc.
225 Bush Street, 20 th Floor
San Francisco, California 94104
Glenn J. Krevlin
Glenhill Special Opportunities Master Fund
LLC
598 Madison Avenue, 12th Floor
New York, New York 10022
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Re:
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Securities
Purchase Agreement
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Ladies and Gentlemen:
This letter is to confirm our mutual
agreements with regard to an extension to the
“Exclusivity” provisions of that certain Summary of
Terms of Proposed Private Placement (the “Term Sheet”),
dated as of May 26, 2009, by and between Design Within Reach,
Inc. (the “Company”) and Glenhill Special Opportunities
Master Fund LLC (“Glenhill”). The
“Exclusivity” provision of the Term Sheet currently
provides that, among other things, until that date which is
forty-five (45) days after the execution of the Term Sheet
(the “Exclusivity Period”) the Company will not solicit
or encourage any offers, engage in any discussions (other than to
inform any initiating party (an “Initiating Party”)
that it is subject to the “Exclusivity” provision) or
enter into any agreements or commitments with respect to any
financing or the purchase of, or the sale or transfer or issuance
(whether by merger, consolidation or otherwise) of, (i) any
shares of capital stock of the Company or another entity organized
by affiliates of the Company or any securities convertible into or
exchangeable for any such capital stock for the primary purpose of
raising capital or (ii) all or substantially all of the assets
of the Company. In the event the Company receives a bona fide offer
which it deems superior to the terms in the Term Sheet (a
“Superior Offer”), Glenhill has the right of first
refusal to enter into an agreement with the Company upon the terms
and conditions set forth in the Superior Offer.
The parties have entered into a
Securities Purchase Agreement (the “Purchase
Agreement”), dated as of July 20, 2009, by and between
the Company and Glenhill. The parties have agreed that, in order to
provide additional time for the parties to consummate the
transactions contemplated by the Purchase Agreement, the
Exclusivity Period should be extended until August 15, 2009.
As such, notwithstanding anything to the contrary in the Term
Sheet, by
