Exhibit 4.1
September 14,
2009
Ray Brunner
President and Chief Executive Officer
Design Within Reach, Inc.
225 Bush Street, 20th Floor
San Francisco, California 94104
Re: Waiver
Dear Mr. Brunner:
Reference is made to that certain
Registration Rights Agreement (“Registration Rights
Agreement”) dated August 3, 2009, by and between Design
Within Reach, Inc. (the “Company”) and Glenhill Special
Opportunities Master Fund, LLC (“Glenhill”). Pursuant
to Section 2(a) of the Registration Rights Agreement, the
Company is obligated to file an Initial Registration Statement with
the Securities and Exchange Commission (“SEC”) on or
before the 30 th calendar day following the execution date of the
Registration Rights Agreement (the “Filing Date”) and
to use its best efforts to have the Initial Registration Statement
declared effective by the SEC on or before the 60
th calendar day following the execution date of the
Registration Rights Agreement (or by the 90
th calendar day in the event of a “full
review” of the Initial Registration Statement by the SEC)
(the “Effectiveness Date”). All capitalized terms not
defined herein shall have the meaning specified to them in the
Registration Rights Agreement.
This letter will confirm the
agreement by Glenhill to extend the: (a) Filing Date for the
Initial Registration Statement until the date which is 30 calendar
days subsequent to the date on which the Company shall receive
written notice from Glenhill or a Holder (“Notice”)
requesting that the Company file the Initial Registration Statement
to register all or part of the Registrable Securities (the
“Revised Filing Date”) and (b) Effectiveness Date
until the date which is 60 calendar days subsequent to the date on
which the Company receives a Notice (or the date which is 90
calendar days subsequent to the date on which the Company receives
a Notice in the event of a “full review” of the Initial
Registration Statement by the SEC) (the “Revised
Effectiveness Date”). Glenhill, on its own behalf and on
behalf of its successors, transferees and assigns, further agrees
to: (1) waive any and all liquidated damages which may accrue
pursuant to Section 2(b) of the Registration Rights Agreement
as a result of the Company&rs
